Common use of Labor Matters Clause in Contracts

Labor Matters. (a) No Company Group Member is party to or bound by any CBA and no employee of any Company Group Member is represented by any labor union, other labor organization or works council with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pending, or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Except as set forth in Part 3.17(a) of the Company Group Member is party to or bound by any CBA Disclosure Schedule and no employee of any Company Group Member is represented by any labor union, other labor organization or works council with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pending, or to the Knowledge extent employees of Subsidiaries of the CompanyCompany organized under the laws of Brazil are not deemed employees at will under applicable Law, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any the employment of each of the Acquired Corporation’s employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Memberis terminable by the applicable Acquired Corporation at will. (b) Except as set forth on Schedule 4.14(b)in Part 3.17(b) of the Company Disclosure Schedule, each Company Group Member is(i) none of the Acquired Corporations is a party to, and since the Lookback Date or has beena duty to bargain for or is currently negotiating in connection with entering into, in compliance in all respects any collective bargaining agreement or other Contract with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions a labor organization or works council representing any of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. its employees and there are no labor organizations or works councils representing, purporting to represent or, to the proper confirmation knowledge of employee visas)the Company, disability rights seeking to represent any employees of any of the Acquired Corporations; (ii) no collective agreements or benefitsother Contract with a labor organization or works council applicable to any Acquired Corporation exist at any of the Acquired Corporations; (iii) there has not been any strike, equal opportunityslowdown, plant closures and layoffs (including the WARN Act)work stoppage, COVID-19lockout, affirmative job action, workers’ compensationpicketing, labor relationsdispute, employee leave issuesquestion concerning representation, employee trainings and noticesunion organizing activity, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination any threat thereof, or unlawful retaliation allegations of which any similar activity or dispute, affecting any of them is aware and have provided detailed information related to each such allegations within the Acquired Corporations or any of their employees in the last two three (23) years in years; (iv) there is not now pending, and, to the data room. With respect knowledge of the Company, no Person has threatened to each commence, any such allegations with potential meritstrike, each Company Group Member has taken prompt corrective action and slowdown, work stoppage, lockout, job action, picketing, labor dispute, question concerning representation or union organizing activity or any similar activity or dispute; (v) there is no such investigations claim, grievance or allegations are complaint pending or, to the knowledge of the Company, threatened. Since threatened relating to any U.S. Employee Plan or International Employee Plan, wages and hours, leave of absence, plant closing notification, employment statute or regulation, privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety, retaliation, immigration or discrimination matters involving any current or former employee that involves a material liability or material potential liability, including charges of unfair labor practices (including equal employment opportunity laws), or material complaints concerning terms and conditions of employment, occupational safety and health, affirmative action, employee privacy or harassment; (vi) the January 1Acquired Corporations are and have been in material compliance with any affirmative action plans and requirements; and (vii) the Acquired Corporations are and have been in material compliance with all applicable Law respecting labor, 2017employment, neither fair employment practices (including equal employment opportunity laws), terms and conditions of employment, workers’ compensation, occupational safety and health, affirmative action, employee privacy, notice and other requirements under the Company nor Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) and any other similar applicable foreign, state, or local statutes or regulations of their respective Subsidiaries has implemented any jurisdiction relating to any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two mass layoff (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provideror similar triggering event), and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Providerwages and hours. (c) Except as would notset forth in Part 3.17(c) of the Company Disclosure Schedule, individually none of the Acquired Corporations is delinquent in any material respect in payments to any current or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all former employee for any wages, salaries, wage premiums, commissions, bonusesbonuses or other compensation for any services performed for it or amounts required to be reimbursed to such employee. Except as set forth in Part 3.17(c) of the Company Disclosure Schedule, severance none of the Acquired Corporations is liable for any material payment to any trust or other fund or to any Governmental Body, with respect to unemployment compensation benefits, social security or other benefits or obligations for current or former employee (other than routine payments to be made in the ordinary course of business consistent with past practice) and termination paymentsfreelancer/independent contractors. (d) Except as set forth in Part 3.17(d) of the Company Disclosure Schedule, feeswithin the last three (3) years, none of the Acquired Corporations has misclassified any employee as an independent contractor. There has not been in the last three (3) years, and other compensation that have come due and payable there is not pending or, to the current and former Company Service Providersknowledge of the Company, under applicable Law, Contract threatened any Legal Proceeding that has been asserted or Company Group policy, and instituted against any Acquired Corporation by any Governmental Body relating to the legal status or classification of an individual classified by any Acquired Corporation as a non-employee (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated such as an independent contractor, consultant, a leased employee, a consultant or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (dspecial consultant). Part 3.17(d) To the Knowledge of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or Disclosure Schedule lists any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented filings made by any plant closing or employee layoffs that would trigger notice obligations Acquired Corporation under the WARN ActIRS’ Voluntary Classification Settlement Program. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) Since December 31, 2018, (i) no Company Party or its Subsidiaries (A) has or has had any material Liability for any arrears of wages or other compensation for services (including salaries, wage premiums, commissions, fees or bonuses), or any penalty or other sums for failure to comply with any of the foregoing, and (B) has or has had any material Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or other benefits or obligations for any employees of any Group Company (other than routine payments to be made in the normal course of business and consistent with past practice); and (ii) to the knowledge of the applicable Group Company, the Group Companies have withheld all amounts required by applicable Law or by agreement to be withheld from wages, salaries and other payments to employees or independent contractors or other service providers of each Group Company. (b) Since December 31, 2018, there has been no “mass layoff” or “plant closing” as defined by WARN related to any Group Company, and the Group Companies have not incurred any material Liability under WARN nor will any material Liability be incurred under WARN as a result of the transactions contemplated by this Agreement. (c) No Group Company Group Member is a party to or bound by any CBA and no employee of any Company Group Member is represented by collective bargaining agreements or other agreements with any labor unionorganization, other labor organization or works council with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pending, or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other employee representative or any other Contract with a labor organization union, labor organization, works council, or other employee collective group nor to organize any the knowledge of the employees applicable Company Party is there any duty on the part of any Group Company Group Member, or (ii) material to bargain with any labor disputesunion, labor grievancesorganization, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safetyworks council, employee classification (including the classification of independent contractors and exempt and non-exempt employees)delegate, discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment representative or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data roomemployee collective group. With respect to each such allegations with potential meritSince December 31, each Company Group Member 2018, there has taken prompt corrective action and been no such investigations or allegations are pending actual or, to the knowledge of the applicable Company Party, threatened unfair labor practice charges, material grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against or affecting any Group Company, threatened. Since To the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee knowledge of the applicable Company Group has made written allegations of sexual harassment against any Company Service ProviderParty, and none of the Company Group Members since December 31, 2018, there have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services been no labor organizing activities with respect to any Company employees of any Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposesCompany. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, change or material reduction in hours, or reduction in salary or wages wages, or other workforce changes affecting employees of any Company the Group Member Companies having a Material Adverse Effect has occurred since within the date of the Company Most Recent Balance Sheet past twelve (12) months or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law, Order, directive, guidelines or recommendations by any Governmental Entity in connection with or in response to COVID-19. The Group Companies have not otherwise experienced any material employment-related liability with respect to or arising out of COVID-19 Measuresor any Law, Order, directive, guidelines or recommendations by any Governmental Entity in connection with or in response to COVID-19. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Neither the Company Group Member nor any of its Subsidiaries is party to or bound by any CBA and no employee the subject of any Company Group Member is represented by any unfair labor unionpractice complaint pending or, other labor organization or works council with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pending, or to the Knowledge knowledge of the Company, threatened (i) threatened, before the National Labor Relations Board. There are no material unresolved labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification controversies (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment unresolved grievances or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2claims) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations that are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither threatened between an Acquired Company and Persons who are or have been employees of or independent contractors to an Acquired Company. (b) Neither the Company nor any of their respective its Subsidiaries has implemented is a party to or bound by any plant closing collective bargaining agreement, trade union agreement, works council or employee layoffs that would trigger notice obligations under representative agreement or any other Contract covering a group of employees, labor organization or other representative of any of the WARN Actemployees of the Company or any of its Subsidiaries. In There have been no labor unions or other organizations representing or, to the past two (2) yearsknowledge of the Company, purporting or attempting to represent any employee of the Company or any of its Subsidiaries. To the knowledge of the Company, since January 1, 2014, no employee of the Company Group or any of its Subsidiaries has made written allegations attempted to organize a labor union or other organization to represent any employee of sexual harassment against the Company or any of its Subsidiaries. There is no current, pending or, to the knowledge of the Company, threatened strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any employee of the Company Service Provideror any of its Subsidiaries, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Providerforegoing activities has occurred within the past five (5) years. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: Each Acquired Company (i) each Company Group Member has fully is and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 20172014, has been in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, health and safety and wages and hours, and isother Laws relating to discrimination, or wasdisability, classified labor relations, hours of work, payment of wages and treated as an independent contractorovertime wages, consultantpayment for leave, leased employeepay equity, or other non-immigration, workers compensation, working conditions, employee service providerscheduling, isoccupational safety and health, family and medical leave, and employee terminations, and has beennot received written or, properly classified to the knowledge of the Company, oral notice that there is any pending Action involving unfair labor practices against an Acquired Company, (ii) is not liable for any material past due wages, material past due salaries, material past due commissions, material past due bonuses or other material past due compensation (including material past due overtime compensation), any material past due severence obligations (whether or not contingent) or any material penalty for failure to comply with any of the foregoing, and treated as such (iii) is not liable for all applicable purposesany material payment to any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, independent contractors or consultants (other than routine payments to be made in the ordinary course of business and consistent with past practice). (d) To the Knowledge Except as set forth on Section 3.11(d) of the CompanyCompany Disclosure Schedule, no current employee is a party to a written employment Contract (which, for the avoidance of doubt, does not include at-will offer letters) with an Acquired Company and each is employed “at will”. As of the date hereof, except as set forth on Section 3.11(d) of the Company Disclosure Schedule, each employee of an Acquired Company has entered into the Company’s standard form of employee non-disclosure, inventions and restrictive covenants agreement or former Company Service Provider 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 any Company Group Memberan agreement containing similar obligations. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date Section 3.11(e) of the Company Disclosure Schedule contains a list as of the date hereof of all independent contractors (including consultants) currently engaged by an Acquired Company which were paid for the fiscal year ended December 31, 2017 or during the 2018 calendar year through the Most Recent Balance Sheet Date at least $100,000, or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends which are required to terminate his or her employment with the Company prior be paid pursuant to the one year anniversary terms of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written noticetheir engagement at least $100,000 per year.

Labor Matters. (a) No Company Group Member Neither Parent nor any of its Subsidiaries is a party to or bound by any CBA Labor Agreement and no employee of Parent or any Company Group Member of its Subsidiaries is represented by any labor union, other works council, or similar labor organization or works council employee representative body with respect to their his or her employment with any Company Group MemberParent or its Subsidiary. There is no, and since the Applicable Date there has been no, pending or, to the knowledge of Parent, threatened union representation petition involving employees of Parent or any of its Subsidiaries. To the knowledge of Parent, there are no, and since the Applicable Date there have not been any, union organizing activities with respect to any employees of Parent or its Subsidiaries. (b) There is, and since the Applicable Date there has been, no strike, organized labor slowdown, concerted work stoppage, lockout, picketing, handbilling unfair labor practice charges, labor arbitration, material labor grievances, or other material labor dispute pending, or, to the knowledge of Parent, threatened, against or involving Parent or any of its Subsidiaries. (c) There is, and since the Applicable Date there has been, no actual, or to the knowledge of Parent, threatened unfair labor practice charges, labor arbitration, material labor grievances, strike, lockout, concerted work stoppage, organized labor slowdown or any other material labor related Proceedings against or by Parent or any of its Subsidiaries. (d) Parent and its Subsidiaries are, and since the Lookback Applicable Date there have been, no pending, or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding respecting labor, employment and employment practices, including all such Laws respecting terms and conditions of employment, health wages and safetyhours, employee worker classification (including the classification of independent contractors and exempt and non-exempt employeesemployees and of independent contractors), discrimination, harassment or retaliation, whistleblowingharassment, wages and hoursworkers’ compensation, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), recordkeeping, whistleblowing, disability rights or benefits, equal opportunity, pay transparency, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensationemployee trainings and notices, labor relations, employee leave (including family and medical leave) issues, employee trainings and noticeschild labor, unemployment insurance, and unemployment insuranceoccupational health and safety requirements, in each case other than any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The Company There are, and since the Applicable Date there have been, no Proceedings pending or, to the knowledge of Parent, threatened in writing against Parent or any of its Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or individual classified as an independent contractor or any class of the foregoing, relating to any of the foregoing applicable Laws, or alleging breach of any express or implied Contract of employment, other than any such matters described in this sentence that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since the Applicable Date, neither Parent nor any of its Subsidiaries has received any notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to Parent or any of its Subsidiaries which would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (e) Parent and each of its Subsidiaries have reasonably investigated all harassment sexual harassment, or other discrimination discrimination, retaliation, or unlawful retaliation policy violation allegations of which any of them is aware and have provided detailed information related to each such allegations or, within the last two (2) years in the data roompast three years, has been made aware. With respect to each such allegations allegation with potential merit, each Company Group Member has Parent and its Subsidiaries have taken prompt corrective action that is reasonably calculated to prevent further improper action. Parent and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective its Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, do not reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider is in expect 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 liabilities with respect to any such Person’s right to be employed or engaged by allegations and do not have any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees knowledge of any Company Group Member has occurred since the date allegations relating to officers, directors, employees, contractors or agents of the Company Most Recent Balance Sheet or is currently contemplatedParent and its Subsidiaries that, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior if known to the one year anniversary of the Closing public, would bring Parent and to the Knowledge of the Company, no such Key Employee has provided any such non-written noticeits Subsidiaries into material disrepute.

Labor Matters. (a) No Company Group Member is party With respect to or employees of the Business, the Transferred Entities are not bound by any CBA and no employee of agreements with labor unions or associations representing any Company Group Member is represented by any labor union, other labor organization or works council with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pendingemployees, or purporting to represent or attempting to represent any employees, of the Business. Except as set forth in Section 3.11(a) of the Sellers Disclosure Letter, neither of the Transferred Entities is involved in, or, to the Knowledge of the CompanySellers, threatened with any material work stoppage, strike, shutdown, lockout, demand for recognition or other material labor dispute, arbitration, lawsuit or administrative proceeding relating to labor matters involving Transferred Entity Employees, and there have been no such actions or disputes in the past three (i3) labor organizing activities or representation or certification proceedings years. To the Knowledge of Sellers, during the past three (3) years there has not been any attempt by any Transferred Entity Employees or any labor union, works council organization or other labor organization employee representative to organize or certify a collective bargaining unit or to engage in any of other union organization activity with respect to the employees workforce of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group MemberTransferred Entity. (b) Section 3.11(b) of the Sellers Disclosure Letter sets forth a true and complete list of the employees currently employed by each Transferred Entity, in each case whose annualized aggregate compensation as salary, wages and bonuses during 2014 exceeded One Hundred Thousand Dollars ($100,000) (the “Highly Paid Employees”). The Sellers have delivered to Purchasers a true and correct listing of the compensation amounts paid to each Highly Paid Employee in 2014 and the base salary and target bonus for such personnel in 2015. Except as set forth on Schedule 4.14(b), each Company Group Member is, and since Section 3.11(b) of the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending orSellers Disclosure Letter, to the knowledge Knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) yearsSellers, no employee of Highly Paid Employee has plans to terminate employment with the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service ProviderTransferred Entities. (c) Except as would notset forth on Section 3.11(c) of the Sellers Disclosure Letter, individually no Transferred Entity is the subject of any pending Action asserting that it has committed an unfair labor practice (within the meaning of the National Labor Relations Act or in the aggregatecomparable state or foreign Law) or other violation of state or federal labor Law or seeking to compel it to bargain with any labor organization as to wages, reasonably be expected to result terms or conditions of employment. Each Transferred Entity is in material liability: (i) each Company Group Member has fully and timely paid compliance with all applicable Laws relating to the employment of labor, including those related to wages, salarieshours, wage premiumscollective bargaining, commissionsimmigration, bonusesequal employment opportunities and retaliation. There is no claim with respect to payment of wages, severance and termination paymentssalary or overtime pay that has been asserted in writing to a Transferred Entity or is pending or, fees, and other compensation that have come due and payable to the current and former Company Service ProvidersKnowledge of Seller, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services threatened before any Governmental Entity with respect to any Company Group Member since January 1, 2017, and is, Persons currently or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposesformerly employed by a Transferred Entity. (d) To the Knowledge Section 3.11(d) of the CompanySellers Disclosure Letter lists each employee of a Transferred Entity who was terminated or laid off for any reason other than for cause, no current or former Company Service Provider is in any material respect in violation whose hours were reduced by more than 50%, during the ninety (90) days preceding the date of any term of any employment agreementthis Agreement, nondisclosure agreementand for each such employee, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligationsets forth: (i) owed to any Company Group Memberthe date of such termination, layoff or reduction in hours; or and (ii) owed the location to any third party with respect to such Person’s right to be employed or engaged by any Company Group Member. (e) No material which the employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date was assigned. Each of the Company Most Recent Balance Sheet Transferred Entities is in material compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) and any similar Law and neither Transferred Entity has ordered or is currently contemplated, planned or announced, including as implemented a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under mass layoff within the meaning of the WARN ActAct or any similar Law in the past three (3) years. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Company Group Member None of HVBC or any of its Subsidiaries is a party to or bound by any CBA and no employee collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is HVBC or any of its Subsidiaries the subject of a proceeding asserting that it has committed an unfair labor practice (within the meaning of the National Labor Relations Act, as amended) or seeking to compel HVBC or any Company Group Member is represented by of its Subsidiaries to bargain with any labor unionorganization as to wages or conditions of employment, other labor organization or works council with respect to their employment with nor is there any Company Group Member. There are, and since the Lookback Date there have been, no pending, or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council strike or other labor organization dispute involving it pending or, to organize HVBC’s Knowledge, threatened, nor is HVBC or any of the employees its Subsidiaries aware of any Company Group Member, activity involving its employees seeking to certify a collective bargaining unit or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Memberengaging in other organizational activity. (b) Except as set forth on Schedule 4.14(b), HVBC and each Company Group Member is, and since the Lookback Date has been, of its Subsidiaries is in material compliance in all respects with all applicable Laws regarding laborlaws, statutes, rules and regulations respecting employment and employment practices, including all Laws respecting terms and conditions of employmentemployment of employees, health former employees and safety, employee classification (including the classification of independent contractors and exempt and non-exempt prospective employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees pay equity, discrimination in employment, wrongful discharge, collective bargaining, fair labor standards, occupational health and the proper confirmation of employee visas)safety, disability personal rights or benefits, equal opportunity, plant closures any other labor and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information employment-related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Providermatters. (c) Except HVBC and each of its Subsidiaries has paid in full to all of its employees or adequately accrued in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees. HVBC and each of its Subsidiaries has properly classified all of its service providers as either employees or independent contractors and as exempt or non-exempt for all purposes (including for purposes of the HVBC Benefit Plans), if applicable, and has made all appropriate filings in connection with services provided by, and compensation paid to, such service providers, except as would not, individually or in the aggregate, not reasonably be expected to result in a material liability: (i) each Company Group Member has fully liability to HVBC and timely paid all wagesits Subsidiaries, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated taken as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposesa whole. (d) To During the Knowledge of the Companypreceding three (3) years, no current or former Company Service Provider 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 neither HVBC nor any Company Group Member; of its Subsidiaries has effectuated a “plant closing” (as defined in the federal or applicable state WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, (ii) owed to there has not occurred a “mass layoff” (as defined in the federal or applicable state WARN Act) in connection with HVBC or any third party with respect to such Person’s right to be employed of its Subsidiaries affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) neither HVBC nor any of its Subsidiaries been affected by any transaction or engaged by any Company Group Member. (e) No material employee layoff, facility closure in layoffs or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction employment terminations sufficient in hours, salary or wages affecting employees number to trigger application of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measuressimilar applicable law. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No The Company Group Member is has made available to Buyer a complete list of all employees of the Company and the Subsidiaries, with the current rate of compensation (if any, and including salary, wages, commissions, and bonus target) payable to each, any accrued but unused vacation time and/or sick leave time, any earned but unpaid incentive, bonus or deferred payments under any Employee Benefit Plan, the date of employment or engagement of each such Person, job title or position, part- or full-time status, classification as exempt or non-exempt for wage and hour purposes, and if on leave, the expected return date. (b) Neither the Company nor the Subsidiaries (i) are a party to any collective bargaining agreement or bound other labor union contract applicable to Persons employed by any CBA and no employee the Company or the Subsidiaries nor does the Company or the Subsidiaries know of any Company Group Member is represented by activities or proceedings of any labor unionunion to organize any such employees, other labor organization (ii) have any Knowledge of any strikes, slowdowns, work stoppages or works council lockouts, or threats thereof, by or with respect to their employment with any employees of the Company Group Member. There areor the Subsidiaries, and since the Lookback Date there (iii) have been, no any Knowledge of any unfair labor practice charges or complaints pending, or threatened, against the Company or the Subsidiaries, and no such charge or complaint has been filed against the Company or the Subsidiaries in the past three (3) years. Neither the Company nor the Subsidiaries are engaged in any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (c) During the past three (3) years, (i) each of the Company and the Subsidiaries is and has been in material compliance with all applicable Laws with respect to labor and employment, including, without limitation, Laws with respect to employment and employment practices, discrimination or harassment in employment, immigration and naturalization, retaliation, occupational safety and health, unemployment compensation, workers’ compensation, affirmative action, terms and conditions of employment, wages, hours, vacation, leaves, employee whistle-blowing, employee privacy, disability, collective bargaining, secondment, layoffs, and classification of workers as employees and independent contractors and as exempt or nonexempt under the Fair Labor Standard Act and comparable state Laws, and employment record keeping and posting requirements, (ii) except as disclosed in Section 2.9(c) of the Disclosure Schedule, to the Knowledge of the Company, there have been no Actions pending before any Governmental Authority, or threats thereof with respect to labor and employment Laws or matters, including Actions between the Company or the Subsidiaries (on the one hand) and any of the current or former employees or current or former workers of the Company or the Subsidiaries (on the other hand), (iii) there have been no written notices of charges of discrimination in employment or employment practices for any reason or noncompliance with any other Law with respect to labor or employment that have been asserted, or, to the Knowledge of the Company, threats thereof, before the United States Equal Employment Opportunity Commission or any other Governmental Authority, (iv) neither the Company nor the Subsidiaries have been a party to, or otherwise bound by, any consent decree or settlement agreement with, or citation by, any Governmental Authority relating to their current or former employees or employment practices, and (v) to the Knowledge of the Company, neither the Company nor the Subsidiaries have been subject to any audit or investigation by the Occupational Safety and Health Administration, the Department of Labor, or other Governmental Authority with respect to labor or employment Laws or with respect to the employees of the Company or the Subsidiaries, or subject to fines, penalties, or assessments associated with such audits or investigations. To the Knowledge of the Company, there is no reasonable basis for any claim by any current or former employee, candidate, or non-employee worker that they were subject to a wrongful discharge, or any employment discrimination or retaliation by the Company or the Subsidiaries, or their respective management, arising out of or relating to such individual’s race, sex, age, religion, national origin, ethnicity, handicap, any other protected characteristic or activity protected under applicable Laws, or based upon an alleged breach of contract. There are no pending or, to the Knowledge of the Company, threatened (i) labor organizing activities claims or representation actions against the Company or certification proceedings by the Subsidiaries under any labor unionworker’s compensation policy, works council short-term disability plan or other labor organization to organize any of the employees of any Company Group Memberpolicy, or long-term disability plan or policy (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Memberother than routine claims for payment of benefits). (bd) Except Neither the Company nor the Subsidiaries have experienced a “plant closing,” “business closing,” or “mass layoff” as set forth on Schedule 4.14(b)defined in the WARN Act or any similar state, each local or foreign law or regulation affecting any site of employment of the Company Group Member isor the Subsidiaries or one or more facilities or operating units within any site of employment or facility of the Company or the Subsidiaries, and since and, during the Lookback Date ninety (90) day period preceding the date hereof, no Person has been, suffered an “employment loss” (as defined in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act)) with respect to the Company or the Subsidiaries. Except as disclosed in Section 2.9(d) of the Disclosure Schedule, COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations past twelve (12) months no officer’s or key employee’s employment with potential meritthe Company or the Subsidiaries has been terminated for any reason, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending orand, to the knowledge Knowledge of the Company, threatened. Since the January 1no officer or key employee has expressed any plans to terminate his, 2017, neither her or their employment or service arrangement with the Company nor any of their respective or the Subsidiaries has implemented any plant closing prior to Closing or employee layoffs that would trigger notice obligations under within one (1) year following the WARN Act. In the past two (2) years, no employee consummation of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Providertransactions contemplated hereby. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (de) To the Knowledge of the Company, the Company and the Subsidiaries have properly treated all individuals performing rendered services to either the Company or the Subsidiaries as employees, leased employees, independent contractors or agents, as applicable, for all federal, state local and foreign Tax purposes. There has been no current or former Company Service Provider 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 determination by any Company Group Member. (e) No material Governmental Authority that any independent contractor is an employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplatedthe Subsidiaries, planned or announced, including that an employee of the Company or the Subsidiaries was improperly classified as a result of COVID-19 exempt or any COVID-19 Measuresnonexempt under the Fair Labor Standard Act and comparable state Laws. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or Every employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends and the Subsidiaries who requires authorization from a Governmental Authority to terminate his work in such employee’s place of work, as set forth on Section 2.9(f) of the Disclosure Schedule, has the necessary immigration documentation or her other necessary permission. The Company and the Subsidiaries, as applicable, are in compliance in all material respects with all Laws regarding immigration and/or employment with of non-citizen workers, work authorization, and the use of E-Verify or similar work-authorization verification systems, and all Persons employed by the Company prior and the Subsidiaries or retained as independent contractors by the Company and the Subsidiaries during the past three (3) years were at the time of their employment, legally entitled to work in the one year anniversary of the Closing and United States. There is no pending or, to the Knowledge of the Company, no such Key Employee has provided threatened investigation by any such branch or department of the U.S. Immigration and Customs Enforcement, or other federal agency charged with administration and enforcement of federal immigration laws. (g) Except as set forth on Section 2.9(g) of the Disclosure Schedule, neither the Company nor the Subsidiaries are party to, or otherwise bound by, any Contract, including any confidentiality, non-written noticecompetition, non-solicitation or proprietary rights agreement, between the Company or the Subsidiaries on the one hand, and any other Person on the other hand, that in any way adversely affected, affects or may affect (i) the performance of his or her duties as an employee, officer or director of the Company or any of the Subsidiaries, or (ii) the ability of the Company, the Subsidiaries or Buyer to conduct the business of the Company or the Subsidiaries. In the past five (5) years, neither the Company nor the Subsidiaries have received notice from any third party that any Person currently or formerly engaged or employed by or affiliated with the Company or the Subsidiaries (i) has violated any of the terms or conditions of any employment, non-competition, non-solicitation or non-disclosure agreement that such Person has entered with any third party, (ii) has disclosed or utilized any trade secret or proprietary information or documentation of any third party, or (iii) has interfered in the employment relationship between any third party and any of such third party’s present or former employees. Neither the Company nor the Subsidiaries are obligated to indemnify any Person for such Person’s breach of any terms or conditions of any employment, non-competition, non-solicitation or non-disclosure agreement that such Person has entered with any third party. (h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in forgiveness, in whole or in part, of any outstanding loans made by the Company or the Subsidiaries to any current or former employees, directors or consultants of the Company or the Subsidiaries.

Labor Matters. 3.20.1. A true, correct and complete listing of all employees of the Group Companies as of five (a5) No days prior to the date hereof (collectively, the “Company Employees”) has been provided to Buyer, including each such Person’s name, job title or function and job location, credited service date, full- or part-time status, exempt or non-exempt status under the Fair Labor Standards Act (the “FLSA”), or as applicable under local employment standards Law, as well as a true, correct and complete listing of his or her current and prior calendar year salary or wage payable by the applicable Group Member is party Company, the amount of all incentive compensation paid or payable to or bound by any CBA such Person for the current and no employee prior calendar year, the amount of accrued but unused vacation time and/or paid time off, each as of five (5) days prior to the date hereof, and whether any Company Employee is on an employer-sponsored non-immigrant visa and if so, the type and expiration date. Except as identified on Schedule 3.20.1(a), no Group Member is represented by Company has paid in the prior or current calendar year or promised to pay any labor unionbonuses, other labor organization commissions or works council with respect incentives to their employment with any Company Group Member. There areEmployee, and since the Lookback Date there have beenincluding any officer, no pending, manager or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Memberdirector. (b) Except as set forth on Schedule 4.14(b), each 3.20.2. Each Group Company Group Member is, and since the Lookback Date has been, in material compliance in all respects with all applicable Laws regarding relating to the employment of labor, employment and employment practicesincluding provisions thereof relating to wages, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures collective bargaining, immigration, verification of work authorization, payment of social security, government, pension remittances, and layoffs other Taxes, labor relations, fair employment practices, employment discrimination (including the WARN Actharassment), COVID-19retaliation, affirmative actionreprisal, benefits, classification under the FLSA and other applicable state and local Laws, pay equity, hours, overtime compensation, vacation pay, child labor, hiring, promotion and termination of employees, employee privacy, data protection, working conditions, tracking of working time, meal and break periods, occupational health and safety, workers’ compensation, labor relationsleaves of absence, employee leave issuesplant closings and mass layoffs, employee trainings employment eligibility verification, affirmative action, employment and noticesreemployment rights of members of uniformed services, secondment, civil rights and unemployment insurance. The No Group Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which has any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With material Liability with respect to each such allegations the misclassification of employees as independent contractors, or with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, respect to the knowledge misclassification of the Company, threatenedemployees as exempt versus non-exempt. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has providedno allegations of any human rights breaches or sexual harassment have been made against any officer or director (or equivalent) of a Group Company with respect to their work for such Group Company. 3.20.3. True and complete copies as of the date hereof of each separate written employment Contract between a Group Company and any individual employee or officer of such Group Company, services to other than any Company Group Member since January 1at-will offer or promotion letters that do not provide for severance, 2017, and ischange of control payments, or wassimilar benefits (collectively, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposesthe “Existing Employment Agreements”) have been provided to Buyer. (d) 3.20.4. To the Knowledge of the Company, no current or former Company Service Provider is in any material respect in violation officer of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant Group Company or other obligation: (i) owed to any Company Employee earning base compensation in excess of $210,000 has disclosed any plans to the Group Member; or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment or relationship with the such Group Company prior to the one year twelve (12) month anniversary of the Closing. 3.20.5. Each Group Company has paid or made provisions for payment of all salaries, wages, social security contributions, overtime, and other compensation, which are payable by a Group Company to any Company Employees of any Group Company, accrued through the Closing Date. 3.20.6. Except as set forth on Schedule 3.20.5, the Group Companies are not bound by any collective bargaining agreement with a labor union or employee association with respect to their employees; have not voluntarily recognized the bargaining or certification rights of any labor union or employee association; to the Knowledge of the Company, no labor union or employee association has claimed that any of the Group Companies is related to or a common employer to any other company that may be subject to bargaining rights; and no labor union or employee association has bargaining rights in respect of any employees of any Group Company, with respect to their employment with such Group Company. Except as set forth on Schedule 3.20.6, no collective bargaining agreement is currently being negotiated by the Group Companies with any labor union or employee association with respect to their employees. 3.20.7. Since the Lookback Date, there have been no, and there is no pending or, to the Knowledge of the Company threatened, labor strike, work stoppage, lock out, walkout, slowdown, or other similar material labor dispute. No Group Company is or since the Lookback Date has been subject to any material unfair labor practice charges before the National Labor Relations Board, the Equal Employment Opportunity Commission or any similar state, local or foreign Governmental Authority responsible for the prevention of unlawful employment practices. No petition has been filed nor has any proceeding been instituted by any Company Employee or group of Company Employees, or to the Knowledge of the Company threatened to be filed, with the National Labor Relations Board or similar Governmental Authority seeking recognition of a collective bargaining agreement. 3.20.8. To the Knowledge of the Company, there is no labor union organizing campaign or other similar effort in progress or threatened by, or on behalf of any labor union involving any employees of any Group Company and there have been no such efforts since the Lookback Date. 3.20.9. No Group Company has received written notice, or to the Knowledge of the Company, other notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Law to conduct an investigation with respect to an alleged material violation by any Group Company of any Law applicable thereto and, to the Knowledge of the Company, no such Key Employee investigation is in progress. There is no notice of material and adverse assessment, provisional assessment, reassessment, supplementary assessment, penalty assessment or increased assessment which any Group Company has provided received since the Lookback Date from any occupational safety, workplace safety and insurance, or workers’ compensation board, or similar Governmental Authority in any jurisdiction where any Group Company carries on business, nor are there any pending claims or charges. 3.20.10. During the past twelve (12) months, no Group Company has effectuated: (a) a “plant closing” (as defined in the WARN Act, or mass termination under any similar Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Group Companies; or (b) a “mass layoff” (as defined in the WARN Act, or any similar Law) affecting any site of employment or facility of any Group Company. No Group Company has any material outstanding liability arising from a failure to comply with the WARN Act, as amended, or any similar state or local Law. 3.20.11. Each Group Company has properly classified all individuals providing services to each such entity as employees or non-employees for all relevant purposes since the Lookback Date, and no written notice, or to the Knowledge of the Company, other notice from any Governmental Authority has been received by any Group Company disputing such classification. A true, correct and complete listing of all individuals who are currently performing services as independent contractors under a contract and their current rate of compensation and total fees paid last year and this year has been provided to Buyer. 3.20.12. The Company maintains a valid U.S. Citizenship and Immigration Services Form I-9 (Employment Eligibility Verification) for each Company Employee located in the United States. 3.20.13. The Company has effectuated any required COVID-19 safety policies and protocols in compliance in all material respects with all applicable COVID-19 Measures that have the force of Law. None of the Group Companies have received any written complaints from any current Company Employees regarding any material and adverse failure of the Company to comply with applicable COVID-19 Measures that have the force of Law regarding worker safety.

Labor Matters. (a) No Company Group Member is party to or bound by any CBA Parent and no employee of any Company Group Member is represented by any labor union, other labor organization or works council with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pending, or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, Parent Subsidiaries are in compliance in all respects with all applicable Laws regarding laborof the United States, or of any state or local government or any subdivision thereof or of any foreign government respecting employment and employment practices, including all Laws respecting terms and conditions of employment, health wages and safetyhours and occupational safety and health, employee classification (including but not limited to the classification of independent contractors Immigration Reform and exempt Control Act, the Worker Adjustment Retraining and non-exempt employees)Notification Act, any Laws respecting employment discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas)sexual harassment, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19closure issues, affirmative action, workers’ compensation, employee benefits, severance payments, COBRA, labor relations, employee leave issues, employee trainings wage and noticeshour standards, occupational safety and health requirements and unemployment insurance. The Company insurance and its Subsidiaries have related matters, except where any such failure to be in compliance has not had, or would not reasonably investigated all harassment be expected to have, individually or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential meritaggregate, each Company Group Member has taken prompt corrective action and a Parent Material Adverse Effect. (b) There is no such investigations or allegations are unfair labor practice charge pending or, to the knowledge of Parent, threatened which if determined adversely to Parent or any of its Subsidiaries would reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor any Parent Subsidiary is subject to a pending or, to the Companyknowledge of Parent, threatened. Since , labor dispute, strike, slowdown, walkout or work stoppage, except as has not had and would not reasonably be expected to have, individually or in the January 1aggregate, 2017a Parent Material Adverse Effect, neither the Company nor has Parent nor any of their respective its Subsidiaries has implemented experienced any plant closing such labor dispute, strike, slowdown, walkout or employee layoffs that would trigger notice obligations under the WARN Act. In work stoppage in the past two three (23) years, no employee . Other than the agreements with labor organizations Parent is a party to as of the Company Group has made written allegations date hereof, to the knowledge of sexual harassment against Parent, there are no organizational campaigns, petitions or other activities or proceedings of any Company Service Providerlabor union, and none workers’ council or labor organization seeking recognition of a collective bargaining unit with respect to, or otherwise attempting to represent, any of the Company Group Members have entered into employees of Parent or any settlement agreement related of its Subsidiaries or to sexual harassmentcompel Parent or any of its Subsidiaries to bargain with any such labor union, sexual assaultworks council or labor organization presently being made or threatened, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or sexual misconduct by threatened involving employees of Parent or any of its Subsidiaries, except for those the formation of which has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Service ProviderParent Material Adverse Effect. (c) Except as required by applicable Law, the transactions contemplated by this Agreement will not require the consent of, or advance notification to, any works councils, unions or similar labor organizations with respect to employees of Parent or any of its Subsidiaries, except for where the failure to obtain any such consent or make any such advance notifications has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposesa Parent Material Adverse Effect. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No The Company Group Member is party to or bound by any CBA and no employee of any Company Group Member is represented by any labor union, other labor organization or works council with respect to their employment with any Company Group Member. There are, its Subsidiaries are and since the Lookback Date there have been, no pending, or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has beenbeen in compliance, in compliance in all respects material respects, with all applicable Laws regarding labor, employment relating to labor and employment practicesemployment, including all Laws respecting those relating to terms and conditions of employment, health termination of employment, wages, social benefits, vacation, legal paid-leaves, overtime classification, special authorizations of the Colombian Ministry of Labor such as overtime, surcharges for working on a night shift, Sundays and safetyholidays, hours, working day, apprentices quota, extralegal non-salary benefits, collective bargaining, unemployment compensation, workers compensation, equal employment opportunity, age and disability discrimination, harassment (including labor harassment committee), immigration, (including visas, permits, registration of foreign employees before SIRE and RUTEC platforms of the Migration Colombia and the Colombian Ministry of Labor), registration of vacancies in the respective system, classification of employees, consultants and independent contractors (including natural and legal persons), employee classification privacy data, occupational safety and health (including the classification of independent contractors committee, health and exempt and non-exempt employeesmanagement system), discriminationinternal labor codes and regulation, harassment employee whistle-blowing, illegal labor intermediation, and affiliation, payment and withholding of taxes and social security contributions; provided, that the foregoing is without limitation to the provisions of subsection (g) of this Section 3.13. Since January 1, 2018, there has not been, and as of the date of this Agreement there is not pending or, to the Company’s knowledge, threatened, any labor dispute, work stoppage, labor strike or retaliationlockout against the Company or any of its Subsidiaries by employees. (b) No employee of the Company or any of its Subsidiaries is covered by an effective or pending collective bargaining agreement or similar labor agreement. To the Company’s knowledge, whistleblowingsince January 1, wages 2018 there has not been any activity on behalf of any labor union, labor organization or similar employee group to organize any employees of the Company or any of its Subsidiaries. There are no, and hourssince January 1, immigration 2018 there have been no, (including i) unfair labor practice charges or complaints against the completion Company or any of Forms I-9 for all U.S. employees its Subsidiaries pending before the National Labor Relations Board, the labor jurisdiction, the Colombian Ministry of Labor, the Parafiscal and Pension Management Unit-UGPP or any other labor relations tribunal or Governmental Entity and to the proper confirmation Company’s knowledge no such representations, claims or petitions are threatened, (ii) representation claims or petitions pending before the National Labor Relations Board, the labor jurisdiction, the Colombian Ministry of Labor, the UGPP or any other labor relations tribunal or Governmental Entity or (iii) pending arbitration proceedings against the Company or any of its Subsidiaries that arose out of or under any collective bargaining agreement. (c) To the Company’s knowledge, no current employee visasor officer of the Company or any of its Subsidiaries intends, or is expected, to terminate his employment relationship with such entity following the consummation of the transactions contemplated hereby. (d) Since January 1, 2018, (i) neither the Company nor any Subsidiary has effectuated a “plant closing” (as defined in the Worker Adjustment Retraining and Notification Act of 1988, as amended (the “WARN Act”)) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, disability rights or benefits, equal opportunity, plant closures and layoffs (including ii) there has not occurred a “mass layoff” (as defined in the WARN Act)) in connection with the Company or any Subsidiary affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) to the Company’s knowledge, neither the Company nor any Subsidiary has engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law. (e) With respect to any current or former employee, officer, consultant or other service provider of the Company, there are no actions against the Company or any of its Subsidiaries pending, or to the Company’s knowledge, threatened to be brought or filed, in connection with the employment or engagement of any current or former employee, officer, consultant or other service provider of the Company, including any claim relating to employment discrimination, harassment, retaliation, equal pay, employment classification or any other employment related matter arising under applicable Laws. (f) Except with respect to any Company Plan, the execution of this Agreement and the consummation of the transactions set forth in or contemplated by this Agreement will not result in any breach or violation of, or cause any payment to be made under, any applicable Laws respecting labor and employment or any collective bargaining agreement to which the Company or any of its Subsidiaries is a party. (g) Since January 1, 2018, (i) no allegations of workplace harassment, discrimination or other misconduct have been made, initiated, filed or, to the Company’s knowledge, threatened against the Company, any of its Subsidiaries or any of their respective current or former directors, officers or management employees and (ii) neither the Company nor any of its Subsidiaries have entered into any settlement agreement or consent decree and no Governmental Entity has issued a judgment or similar ruling related to allegations of harassment, discrimination or other misconduct by any of their directors, officers or employees described in clause (i) hereof. (h) Section 3.13(h) of the Company Disclosure Letter reflects any material actions taken by the Company or its Subsidiaries in response to COVID-19, affirmative action(i) with respect to any employees of the Company or its Subsidiaries, workers’ including workforce reductions, terminations, furloughs or material changes to compensation, labor relationsbenefits, working schedules or non-paid leaves, (ii) with respect to any applications for or loans or payments received under the CARES Act, any employee leave issuessupport programs (including PAP, employee trainings PAEF, reduction on pension contributions of May and noticesJune 2020) or any other COVID-19 Measures, and unemployment insurance(iii) with respect to any tax credits claimed or Taxes deferred under any COVID-19 Measure. There are no actions pending or, to the Company’s knowledge threatened, against the Company or its Subsidiaries which allege that the Company or any of its Subsidiaries failed to provide a safe working environment, appropriate equipment or accommodation in relation to COVID-19. The Company and its Subsidiaries are in compliance in all material respects with all COVID-19 Measures applicable to any location in which the Company or its Subsidiaries operate. To the extent the Company or any of its Subsidiaries is requiring employees to perform in-person work in any locations subject to a health and safety order the Company’s and its Subsidiaries’ requirements for in-person services meet the standards set forth in the current order in all material respects. The Company and its Subsidiaries have reasonably investigated also documented work-related injuries and illnesses in compliance, in all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within material respects, with the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge requirements of the Occupational Safety and Health Administration (“OSHA”). (i) To the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years’s knowledge, no employee of the Company Group or any of its Subsidiaries has made written allegations been a victim of sexual harassment against kidnapping or a victim of any Company Service Providerother major violent event committed by illegal armed groups in Colombia that would (i) result in any violation of, and none or failure to comply with, any legal labor requirement on the part of the Company Group Members have entered into or any settlement of its Subsidiaries under a labor agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) pose a potential labor risk for the Company or any of its Subsidiaries. The Company and each individual who is providingof its Subsidiaries have conducted and are conducting their business in compliance in all material respects with Law 986 of 2005 concerning Colombian governmental measures to protect kidnapping victims and Colombian Laws related to counter-terrorism and illicit financial activities. The Company and its Subsidiaries (x) are in material compliance with all applicable Laws and labor agreements respecting safety and security practices, and (y) have not paid, promised to pay, or since authorized the Lookback Datepayment of anything of value, has providedincluding cash, services to any Company Group Member since January 1checks, 2017wire transfers, tangible and isintangible gifts, favors, or wasservices, classified and treated as to an independent contractor, consultant, leased employee, or other non-illegal armed group for xxxxxx of an employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 employee 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 any of major violent event committed by an illegal armed group against their employees or former employees. There is no Action, arbitration or grievance pending or, to the Company’s knowledge, threatened against or affecting the Company or any COVID-19 Measuresof its Subsidiaries or any of their respective properties or assets, related based upon any violation or alleged violation of Law 986 of 2005. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Company Group Member is party to or bound by any CBA and There are no employee of any Company Group Member is represented by any labor unionpending or, other labor organization or works council with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pending, or to the Knowledge knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketingwork stoppages or slowdowns involving the Company’s or any Subsidiary’s employees, hand billingexcept as set forth in Section 4.18(a) of the Company Disclosure Schedule. Except as set forth in Section 4.18(a) of the Company Disclosure Schedule, slowdowns, concerted refusals to work overtimenone of the Company nor any of its Subsidiaries is a party to, or work stoppages against bound by, any collective bargaining agreement or affecting union contract with a labor union or labor organization with respect to its employees and, to the knowledge of the Company, there are no activities or proceedings of any labor union to organize any such employees and there is no representation claim or petition pending before any applicable Governmental Authority. The Company Group Memberand each Subsidiary is in compliance in all material respects with the terms of all collective bargaining agreements and other union contracts. (b) There is no unfair labor practice charge or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary and there are no charges with respect to or relating to the Company or any of its Subsidiaries pending before any applicable Governmental Authority responsible for the prevention of unlawful employment practices. (c) Except as set forth on Schedule 4.14(b)in Section 4.18(c) of the Company Disclosure Schedule, each the Company Group Member is, and since the Lookback Date has been, its Subsidiaries are and have been in compliance in all material respects with all applicable Laws regarding respecting the employment of labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), employment discrimination, harassment or retaliationequal opportunity and labor relations, whistleblowingwages, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees overtime, collective bargaining, civil rights, safety and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative actionhealth, workers’ compensation, labor relationspay equity, employee leave issues, employee trainings classification of employees and noticesindependent contractors, and unemployment insurancethe collection and payment of withholding and/or social security Taxes. (d) None of the Company or any of its Subsidiaries has effectuated a “plant closing” or “mass layoff” (as defined in the United States Worker Adjustment and Retraining Notification Act, or any similar Law) or taken any other action that would trigger notice or liability under any state, local or foreign plant closing notice Law. The Each of the Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment compliance with the Company prior to the one year anniversary Worker Adjustment Retraining Notification Act of the Closing 1988, as amended and to the Knowledge of the Company, no such Key Employee has provided any such non-written noticeeach similar state or local Law.

Labor Matters. (a) No Company Group Member is party to or bound by any CBA and no employee of any Company Group Member is represented by any labor union, other labor organization or works council with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pending, or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Datedate hereof, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Company Group Member is party to or bound by any CBA and There are no employee of any Company Group Member is represented by any labor union, other labor organization or works council with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pendingagreements with, or to pending petitions for recognition of, a labor union or association as the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize exclusive bargaining agent for any of the employees of Company or any Company Group Memberof its Subsidiaries and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to Company’s Knowledge, threatened to be brought or (ii) filed with the National Labor Relations Board or any other comparable foreign, state or local labor relations tribunal or authority. There are no organizing activities, labor strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes, other than routine grievance matters, now pending or, to Company’s Knowledge, threatened against or involving Company or any of its Subsidiaries and there have not been any such labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting other labor troubles, other than routine grievance matters, with respect to Company or any Company Group Memberof its Subsidiaries at any time within three (3) years prior to the date of this Agreement. (b) Except as set forth on Schedule 4.14(b)Neither Company nor any of its Subsidiaries is a party to, each or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Each of Company Group Member is, and since the Lookback Date has been, its Subsidiaries are in compliance in all material respects with all applicable state, federal and local Laws regarding relating to labor, employment, termination of employment and employment practicesor similar matters, including all but not limited to Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), relating to discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensationdisability, labor relations, employee leave issueshours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee trainings scheduling, occupational safety and noticeshealth, family and medical leave and employee terminations, and unemployment insurancehave not engaged in any unfair labor practices or similar prohibited practices. The Company and its Subsidiaries have reasonably investigated all harassment There are no complaints, lawsuits, arbitrations, administrative proceedings or other discrimination or unlawful retaliation allegations proceedings of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are nature pending or, to the knowledge Knowledge of the Company, threatened. Since the January 1, 2017, neither the threatened against Company nor or any of their respective its Subsidiaries has implemented brought by any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 employee or other obligation: (i) owed to any Company Group Member; their eligible dependents or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by any Company Group Memberbeneficiaries. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Company Group Member Except as set forth on Section 5.13(a) of the Parent Disclosure Schedule, (i) neither Parent nor any Subsidiary of Parent is a party to or bound by any CBA Labor Agreement and there are no employee of any Company Group Member is represented by Labor Agreements or similar agreements with any labor union, other works council, labor organization or works council with respect employee association, applicable to their employment with employees of Parent or any Company Group MemberSubsidiary of Parent, and (ii) to knowledge of Parent, there is, and in the past three (3) years there has been, no union organizing effort pending or threatened against Parent or any Subsidiary of Parent. There are, and since in the Lookback Date past three (3) years there have been, no pendingexisting or, or to the Knowledge knowledge of the CompanyParent, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing, slowdowns, concerted refusals to work overtime, billing or work stoppages other material labor disputes against or affecting Parent or any Company Group MemberSubsidiary of Parent. There is, and in the past three (3) years there has been, no material unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of Parent, threatened with respect to any current or former employees of Parent or any Subsidiary of Parent. (b) Except as set forth on Schedule 4.14(b)would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, Parent and each Company Group Member isof its Subsidiaries are, and since for the Lookback Date has past three (3) years have been, in compliance in all respects with all applicable Laws regarding with respect to labor, employment employment, and employment practices, including all Laws respecting terms and conditions of employment, health wages and safety, employee classification hours (including the classification of independent contractors and exempt and non-exempt employees), discriminationunfair labor practices, harassment or retaliation, whistleblowing, wages health and hourssafety, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), employment discrimination, harassment, retaliation, restrictive covenants, pay transparency, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, affirmative action and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: have a Parent Material Adverse Effect, (i) Parent and each Company Group Member has of its Subsidiaries have fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, fees and other compensation that have come due and payable to the their current or former employees and former Company Service Providers, independent contractors under applicable LawLaws, Contract or Company Group Parent policy, ; and (ii) each individual who is providing, providing or since within the Lookback Date, past three (3) years has provided, provided services to any Company Group Member since January 1, 2017, Parent and is, each of its Subsidiaries and is or was, was classified and treated as an independent contractor, consultant, leased employee, employee or other non-employee service provider, is, is and has been, been properly classified and treated as such for all applicable purposes. (d) To Except as would not, individually or in the Knowledge aggregate, reasonably be expected to result in material liability for Parent or any Subsidiary of the CompanyParent, no current or former Company Service Provider is in any material respect in violation Parent and each of any term of any employment agreementits Subsidiaries has investigated all sexual harassment, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed harassment, discrimination, retaliation or policy violation allegations against any officers, directors or employees of Parent or any Subsidiary of Parent that have been formally reported to Parent or any Company Group Member; Subsidiary of Parent or (ii) owed to of which any third party of them is otherwise aware and, with respect to each such Person’s right allegation with potential merit, Parent or the applicable Subsidiary of Parent has taken corrective action to be employed seek to prevent further improper action. To the knowledge of Parent, there are no such allegations of harassment or engaged by discrimination, that, if known to the public, would bring Parent or any Company Group MemberSubsidiary of Parent into material disrepute. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior Notwithstanding anything to the one year anniversary contrary contained elsewhere in this Agreement, this Section 5.13 contains the sole and exclusive representations and warranties of the Closing and Parent with respect to the Knowledge of the Company, no such Key Employee has provided any such non-written noticelabor matters.

Labor Matters. (a) No Neither the Company Group Member nor any of its Subsidiaries is a party to any Contract or bound by any CBA arrangement between or applying to, one or more employees and no employee of any Company Group Member is represented by any labor a trade union, works council, group of employees or any other labor organization employee representative body, for collective bargaining or works council other negotiating or consultation purposes or reflecting the outcome of such collective bargaining or negotiation or consultation with respect to their employment respective employees with any Company Group Memberlabor organization, union, group, association, works council or other employee representative body, or is bound by any equivalent national or sectoral agreement (“Collective Bargaining Agreements”). To the Knowledge of the Company, there are no activities or proceedings by any labor organization, union, group or association or representative thereof to organize any such employees. There areare no lockouts, and since the Lookback Date there have beenstrikes, no pendingslowdowns, or work stoppages or, to the Knowledge of the Company, threatened (i) labor organizing activities threats thereof by or representation with respect to any employees of the Company or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of its Subsidiaries which would have a Company Material Adverse Effect nor have there been any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice chargessuch lockouts, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, slowdowns or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b)since December 31, each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance2002. The Company and its Subsidiaries are not, nor have reasonably investigated all harassment they been since December 31, 2002, a party to any redundancy agreements (including social plans or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Providerjob protection plans). (cb) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: The Company and its Subsidiaries (i) each Company Group Member has fully have complied in all material respects with applicable Legal Requirements and timely paid all wagesOrders relating to the employment of labor (including wage and hour laws, salarieslaws prohibiting discrimination in employment and laws relating to employee notification and consultation, wage premiumsterms and conditions of employment practices, commissionsincluding orders and awards relevant to the terms and conditions of service, bonuseslabor leasing, severance use of fixed-term contracts, supply of temporary staff, social security filings and termination payments, feessecondment and expatriation rules, applicable requirements in respect of staff representation, paid vacations and other compensation that have come due health and payable to the current safety at work of employees) and former Company Service Providers, under applicable Law, Contract or Company Group policy, Collective Bargaining Agreements and (ii) each individual who is providing, are not liable for any arrears of wages or since any taxes or any penalty for a failure to comply with the Lookback Date, has provided, services foregoing. The Company and its Subsidiaries are not liable to any Company Group Member since January 1, 2017, and is, Governmental Entity or was, classified and treated as an independent contractor, consultant, leased employee, fund governed or other non-employee service provider, is, and has been, properly classified and treated as such maintained by or on behalf of any Governmental Entity for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 payment with respect to such Person’s right any social security or other benefits or obligations for employees (save for routine payments to be employed or engaged by any Company Group Membermade in the ordinary course of business and consistent with past practice). (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Company Group Member is party to or bound by any CBA and no employee of any Company Group Member is represented by any labor union, other labor organization or works council with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pending, or to the Knowledge Each of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) and its Subsidiaries is in material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding laborof the United States, or of any state or local government or any subdivision thereof or of any foreign government respecting employment and employment practices, including all Laws respecting terms and conditions of employment, health wages and safetyhours and occupational safety and health, employee classification (including the classification of independent contractors Immigration Reform and exempt Control Act, the Worker Adjustment Retraining and non-exempt employees)Notification Act, any Laws respecting employment discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas)sexual harassment, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19closure issues, affirmative action, workers’ compensation, employee benefits, severance payments, COBRA, labor relations, employee leave issues, employee trainings wage and noticeshour standards, occupational safety and health requirements and unemployment insuranceinsurance and related matters. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge Except as specifically identified on Section 3.13 of the Company, threatened. Since the January 1, 2017Company Disclosure Letter, neither the Company nor any of their respective its Subsidiaries has implemented is a party to or bound by any plant closing labor union or employee layoffs that would trigger notice obligations under collective bargaining agreement. There is no unfair labor practice charge pending or, to the WARN Act. In the past two (2) yearsCompany’s Knowledge, no employee of threatened which if determined adversely to the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related or its Subsidiaries would reasonably be expected to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would nothave, individually or in the aggregate, reasonably be expected to result in material liability: (i) each a Company Group Member has fully and timely paid all wagesMaterial Adverse Effect. To the Company’s Knowledge, salariesthere are no organizational campaigns, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, petitions or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current activities or former Company Service Provider is in any material respect in violation proceedings of any term labor union, workers’ council or labor organization (a) seeking recognition 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 a collective bargaining unit with respect to such Person’s right to be employed or engaged by any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting of the employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. of its Subsidiaries or (fb) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, compelling the Company has not received written notice that or any Key Employee of its Subsidiaries to bargain with any such labor union, works council or labor organization. There are no material strikes, slowdowns, walkouts, work stoppages or other labor-related controversies pending or, to the Company’s Knowledge, threatened and neither the Company intends to terminate his or her employment with the Company prior to the one year anniversary nor any of the Closing and to the Knowledge of the Company, no such Key Employee its Subsidiaries has provided experienced any such nonstrike, slowdown, walkout, work stoppage or other labor-written noticerelated controversy within the past three years.

Labor Matters. (a) No Company Group Member is Except as set forth in Section 3.12(a) of the Seller’s Disclosure Letter, neither Seller nor any Affiliate has, since December 31, 2014, been party to or to, nor bound by by, any CBA material CBA, and no employee of any Company Group Member Transferred Employee is represented by any labor union, other labor organization or organization, works council or other similar body other than in connection with an industry agreement or national labor agreement with respect to their employment with any Company Group Member. There areSeller, and since the Lookback Date there have beennor, no pending, or to the Knowledge of Seller, are any efforts underway with respect to such representation. There are no pending (for which Seller or its Affiliates has received notice) material grievances, labor arbitrations or other labor disputes relating to Employees. With respect to Employees (or, where Liability may still apply to the CompanyTransferred FH Companies or their Closing Subsidiaries, threatened (i) Former Employees), Seller and its Affiliates have not engaged in any material unfair labor organizing activities practices, as defined in the National Labor Relations Act, or representation materially breached the requirements of any similar Laws applicable to such Employees. Since December 31, 2014, no Employees have engaged in any material strike, picketing, labor disturbance, slowdown or certification proceedings by work stoppage affecting Seller or its Affiliates. The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other labor organization employee representative body is not required for Seller and its Affiliates to organize enter into this Agreement or to consummate any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Membertransactions contemplated by this Agreement. (b) Except as set forth on Schedule 4.14(b)With respect to Employees, each Company Group Member isSeller Transferred Employees, and where Liability may still apply to the Transferred FH Companies or their Closing Subsidiaries, Former Employees, Seller and its Affiliates are, and have been since the Lookback Date has beenDecember 31, 2014, in material compliance in all respects with all applicable Laws regarding labor, employment relating to labor and employment practicesemployment, including all Laws respecting terms and conditions of employmentthose relating to labor management relations, health and safetywages, hours, overtime, employee classification (including for purposes of overtime and in determining the classification status of consultants or independent contractors and exempt and non-exempt employeescontractors), discrimination, harassment or retaliationsexual harassment, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19civil rights, affirmative action, workers’ work authorization, immigration, safety and health, workers compensation, labor relationswage payment and the payment and withholding of Taxes and with the terms of any individual service providing contracts covering Employees, employee leave issuesSeller Transferred Employees, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, where Liability may still apply to the knowledge of the CompanyTransferred FH Companies or their Closing Subsidiaries, threatenedFormer Employees. Since the January 1No Employees are covered by any consent decree with, 2017or citation by, neither the Company nor any of their respective Subsidiaries has implemented any plant closing Governmental Authority relating to employees or employee layoffs employment practices that would trigger notice obligations under apply to Buyer, the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assaultTransferred FH Companies, or sexual misconduct by a Company Service Provider. (c) Except their Closing Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to result in be material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current FH Business, taken as a whole. Each U.S. Employee’s employment may be terminated with not more than one month’s advance notice (except as otherwise required by applicable Law or any CBA). No Actions are open and former Company Service Providers, under applicable Law, Contract or Company Group policy, and pending (ii) each individual who is providing, or since December 31, 2014 have been settled or otherwise closed) regarding Employees with the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, Equal Employment Opportunity Commission or other non-employee service providerGovernmental Authority regulating the employment or compensation of individuals, isexcept as would not, and individually or in the aggregate, reasonably be expected to be material to the FH Business, taken as a whole. Neither Seller nor any Affiliate has been, properly classified and treated as such for all applicable purposestaken any action that would reasonably be expected to cause Buyer or any of its Affiliates to have any Liability or other obligation under the WARN Act following the Closing Date. (dc) To the Knowledge of the CompanySeller and its Affiliates have all necessary visas, no current or former Company Service Provider is in any material respect in violation of any term of any employment agreementwork permits, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant registrations or other obligation: (i) owed arrangements in place as required by applicable Law in relation 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 any Company Group Memberall applicable Employees. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Neither the Company Group Member nor any of its Subsidiaries is a party to or bound by any CBA and no employee of any Company Group Member is represented by any labor union, other labor organization or works council agreement with respect to their employment its employees with any labor organization, group or association, nor, to the Knowledge of the Company, has there been any material attempt to organize the employees of the Company Group Memberor any of its Subsidiaries within the one (1) year period prior to the date of this Agreement. There areis not presently pending or existing and, to the Knowledge of the Company, there is not threatened, any labor strike, labor disturbance or work stoppage against the Company or any of its Subsidiaries with respect to the Business. (b) The Company and its Subsidiaries have complied in all material respects with all Laws relating to employment, including all Laws concerning equal employment opportunity, leaves and absences, immigration, wages, hours, collective bargaining, occupational safety and health, and since the Lookback Date there have beenpayment of social security and similar Taxes. There is no material claim or grievance pending or, no pending, or to the Knowledge of the Company, threatened relating to any Benefit Plan (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any than claims for benefits in the ordinary course of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(bbusiness), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion leave of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunityabsence, plant closures and layoffs (including the WARN Act)closing notification, COVID-19employment statute or regulation, affirmative actionemployee classification, privacy right, labor dispute, workers’ compensationcompensation policy or long-term disability policy, safety, retaliation, immigration or discrimination matters involving any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries, including charges of unfair labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. practices or harassment complaints. (c) The Company and its Subsidiaries have reasonably investigated complied in all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware material respects with the Worker Adjustment and have provided detailed information related to each such allegations within Retraining Notification Act (the last two (2“WARN Act”) years in the data room. With respect to each such allegations with potential meritand all similar state, each Company Group Member has taken prompt corrective action local and no such investigations or allegations are pending or, foreign laws as they relate to the knowledge of Business. During the Company, threatened. Since 12-month period ending on the January 1, 2017date hereof, neither the Company nor any of their respective its Subsidiaries has implemented taken any plant closing or employee layoffs action that would trigger notice obligations under the WARN Act. In the past two (2) yearsresulted in, no employee nor do any of the Company Group has made written allegations of sexual harassment against foregoing contemplate taking any Company Service Provider, and none actions prior to the Closing Date (including the consummation of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct transactions contemplated by a Company Service Provider. (cthis Agreement) Except as would not, individually or in the aggregate, that could reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wagesin, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable a requirement to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providingprovide notice, or since the Lookback Datepayment in lieu of notice, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 Employee or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations applicable penalties under the WARN ActAct or any similar state, local or foreign laws. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Company Group Member Neither Trident nor any Trident Subsidiary is a party to to, or bound by by, any CBA and no employee collective bargaining agreement, union memoranda of any Company Group Member is represented by any understanding, or other Contract with a labor or trade union, other works council, labor organization or works council with respect to their employment with similar body involving any Company Group Memberof its employees or employee representatives (a “Collective Bargaining Agreement”). There areNeither Trident nor any Trident Subsidiary is, and since nor has it during the Lookback Date there have last three (3) years been, no pending, subject to a strike or work stoppage and to the Knowledge of Trident, there is no pending strike or work stoppage involving Trident or any Trident Subsidiary. There are no labor organizations representing, and to the CompanyKnowledge of Trident there are no labor organizations purporting to represent or seeking to represent, any of Trident’s or any Trident Subsidiary’s employees. There are no, and during the last three (3) years there have been no, organizational campaigns, petitions, or other unionization activities with respect to the formation of a collective bargaining unit made or, to the Knowledge of Trident, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the involving employees of Trident or any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group MemberTrident Subsidiary. (b) Except as set forth on Schedule 4.14(b), Trident and each Company Group Member Trident Subsidiary is, and since during the Lookback Date last three (3) years has been, in compliance in all respects with all applicable Laws regarding relating to employment, including labor, employment and employment, termination of employment, fringe benefits, immigration, fair employment practices, including all Laws respecting terms and conditions of employment, health and workers’ compensation, occupational safety, employee classification (including the classification plant closings, mass layoffs, worker classification, harassment, discrimination, retaliation, payment of independent contractors and social security, exempt and non-exempt employees)status, discriminationremote work, harassment or retaliationrestrictive covenants, whistleblowingcompensation and benefits, wages and hourshours of work, immigration (including the completion overtime, working during rest days, notices to employees, COVID-19 Measures, engagement of Forms I-9 for all U.S. employees service providers, enforcement of labor laws, and the proper confirmation Worker Adjustment and Retraining Notification Act of employee visas)1988, disability rights or benefitsas amended, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and noticesin each case except where such non-compliance has not had, and unemployment insurance. The Company and its Subsidiaries have would not reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related be expected to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would nothave, individually or in the aggregate, a Trident Material Adverse Effect. (c) No current or former employee, consultant, or independent contractor of Trident or any Trident Subsidiary has violated any confidentiality or proprietary information agreement or any restrictive covenant agreements, except for such violations that have not had, and would not reasonably be expected to result have, individually or in material liability: (i) each Company Group Member the aggregate, a Trident Material Adverse Effect. Except as has fully not had and timely paid all wageswould not reasonably be expected to have, salariesindividually or in the aggregate, wage premiumsa Trident Material Adverse Effect, commissions, bonuses, severance and termination payments, feesthere are no proceedings pending, and other compensation that have come due and payable as of the date of this Agreement neither Trident nor any Trident Subsidiary intends to the bring any proceedings, against any current and or former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractoremployee, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such independent contractor of Trident or any Trident Subsidiary for all applicable purposesalleged violations of any confidentiality or proprietary information agreement or any restrictive covenant agreements. (d) To During the Knowledge last three (3) years, no written material allegations of harassment, discrimination, sexual assault or sexual misconduct have been made against Trident or, to Trident’s Knowledge, any of the Company, no Trident Subsidiaries or involving any current or former Company Service Provider is in management-level employee of Trident or 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplatedTrident Subsidiaries, planned or announced, including and neither Trident nor any of the Trident Subsidiaries have entered into any settlement agreements as a result of COVID-19 any written allegations of harassment, discrimination, sexual assault or sexual misconduct with any COVID-19 Measurescurrent or former management-level employee. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Company Group Member Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the SiC Entities is party to or bound by any CBA collective bargaining agreement, works council agreement or similar labor-related agreement or arrangement, (ii) no strike, material work slowdown, work stoppage, or unfair labor practice against any of the SiC Entities or any other Affiliate of the Company with respect to the SiC Business is pending, or to Knowledge of the Company, threatened and (iii) to the Knowledge of the Company, no employee activities or proceedings of any labor union to organize any employees of the Company Group Member is represented by or any of its Affiliates who are engaged in the SiC Business are pending or threatened. As of the date of this Agreement, no labor union, other labor organization union or works council represents any employees of the SiC Entities or any other Affiliate of the Company that is engaged in the SiC Business in connection with their employment. As of the date of this Agreement, all employees engaged in the SiC Business in the United States are employees of Coherent and all employees in the SiC Business outside the United States are employees of Coherent’s Affiliates. As of the Closing Date, all employees engaged in the SiC Business will be (y) officers, directors or employees of the SiC Entities or (z) providing services pursuant to the Services Agreement. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each of the SiC Entities and other Affiliates of the Company with respect to their the SiC Business is in compliance with all applicable Laws with respect to hiring, employment and employment practices, terms and conditions of employment, harassment, retaliation, reasonable accommodations, leaves of absence, occupational safety and health, workers’ compensation, employee classification, wages and hours, engagement of independent contractors (including the appropriate classification of the same), payroll taxes, redundancy, “mass layoffs,” “plant closings” and immigration with any Company Group Member. There arerespect to all employees, independent contractors, and since other service providers of the Lookback Date Company and its Subsidiaries and (ii) there have beenare no charges, no pendingcomplaints, audits or investigations pending or scheduled by any Governmental Authority pertaining to the employment practices or actions of the SiC Entities and other Affiliates of the Company with respect to the SiC Business or, to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or against the SiC Entities and other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee Affiliates of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 any Company Group Memberthe SiC Business. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Neither the Company Group Member nor any of its Subsidiaries is a party to any Contract or bound by any CBA arrangement between or applying to, one or more employees and no employee of any Company Group Member is represented by any labor a trade union, works council, group of employees or any other labor organization employee representative body, for collective bargaining or works council other negotiating or consultation purposes or reflecting the outcome of such collective bargaining or negotiation or consultation with respect to their employment respective employees with any Company Group Member. There arelabor organization, and since the Lookback Date there have beenunion, no pendinggroup, or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor unionassociation, works council or other labor organization to organize any of the employees of any Company Group Memberemployee representative body, or is bound by any equivalent national or sectoral agreement (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, “Collective Bargaining Agreements”). There are no activities or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are proceedings pending or, to the knowledge of the Company, threatenedthreatened or reasonably anticipated by any labor organization, union, group or association or representative thereof to organize any such employees. Since There are no lockouts, strikes, slowdowns, work stoppages or, to the January 1knowledge of the Company, 2017threats thereof by or with respect to any employees of the Company or any of its Subsidiaries nor have there been any such lockouts, neither strikes, slowdowns or work stoppages or threats thereof with respect to any employees or the Company or any of its Subsidiaries. (b) The Company and its Subsidiaries have complied in all material respects with applicable Laws and Orders relating to employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to employees: (i) has withheld and reported all amounts required by Law or by agreement to be withheld and reported with respect to wages, salaries and other payments to employees, (ii) is not liable for any arrears of wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past practice). Neither the Company nor any of their respective its Subsidiaries has implemented any plant closing or material Liability with respect to any misclassification of: (x) any Person as an independent contractor rather than as an employee, (y) any employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assaultleased from another employer, or sexual misconduct by a Company Service Provider(z) any employee currently or formerly classified as exempt from overtime wages. (c) Except as Neither the Company nor any Subsidiary has taken any action which would not, individually constitute a “plant closing” or in “mass layoff” within the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to meaning of the current and former Company Service Providers, under applicable WARN Act or similar state or local Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to issued any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge notification of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs mass layoff required by the WARN Act or similar state or local Law, or incurred any Liability or obligation under WARN or any similar state or local Law that remains unsatisfied. No terminations prior to the Closing would trigger any notice or other obligations under the WARN ActAct or similar state or local Law. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Company Group Member is party to or bound by any CBA and no employee of any Company Group Member is represented by any labor union, other labor organization or works council with respect to their employment with any Company Group Member. There The Acquired Companies are, and since in the Lookback Date there past two (2) years have been, no pendingin material compliance with all applicable Laws and Orders governing labor, employment or to employment practices or the Knowledge hiring, retention, employment, engagement or termination of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council employees or other labor organization Workers, including, without limitation, the FLSA, the Xxxxx Xxxxx Act, the Xxxxx Xxxxxx Act or the Service Contract Act, 1964 Civil Rights Acts, the Equal Pay Act, the ADEA, the ADA, the FMLA, the FLSA, ERISA, and, without limitation, all other Laws, relating to organize any terms and conditions of the employees employment, health and safety, wage and hours, benefits, child labor, immigration, employment discrimination, harassment, disability rights, equal opportunity, plant closures and layoffs, whistle-blowing, termination of any Company Group Memberemployment, or (ii) material labor disputesaffirmative action, labor grievancesrelations, labor arbitrationsworkers’ compensation, unfair labor practice chargesemployee leave issues, strikesunemployment insurance, lockoutsclassification, picketingcollective bargaining employee privacy and data privacy (collectively, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member“Employment Laws”). (b) Except as set forth on Schedule 4.14(b)Section 4.13(b) of the Company Disclosure Schedule, each Company Group Member issince January 1, and since 2015, (i) there have been no activities or proceedings of any labor or trade union to organize any employees of the Lookback Date Acquired Companies; (ii) there has beenbeen no strike, lockout, slowdown, or work stoppage against any of the Acquired Companies pending or, to the Knowledge of the Company, threatened, that may interfere in compliance in all respects any material respect with all applicable Laws regarding laborthe respective business activities of any of the Acquired Companies. No collective bargaining agreement is being negotiated by any of the Acquired Companies. (c) No Legal Proceeding by any current or former employee or Worker of any of the Acquired Companies for unpaid wages, bonuses, commissions, employment and withholding taxes, penalties, unpaid overtime, child labor or record keeping violations is pending or, to the Knowledge of the Company, is threatened under any Employment Laws. No employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, illegal harassment and/or retaliation Legal Proceeding by any current or former employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations Worker of which any of them the Acquired Companies, is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge Knowledge of the Company, threatened. Since is threatened against the January 1Acquired Companies or an employee, 2017, neither the Company nor officer or director of any of the Acquired Companies under any Employment Laws. To the Knowledge of the Company, (A) no wrongful discharge, alleged breach of any express or implied contracts of employment, retaliation, libel, slander or other Legal Proceeding by any current or former employee or Worker of any of the Acquired Companies that arises out of the employment relationship between the Acquired Companies and their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under employees and Workers is pending or, to the WARN Act. In the past two (2) years, no employee Knowledge of the Company Group has made written allegations of sexual harassment Company, is threatened against the Acquired Companies under any Company Service Providerapplicable Law, and (B) none of the Company Group Members Acquired Companies have entered into received notice of any settlement agreement related to sexual harassmentlawsuit, sexual assaultinvestigation, charge, complaint, or sexual misconduct by proceeding against it in any form before a Company Service Provider. (c) Except as would notGovernmental Entity or arbitrator alleging violation of any Law or Order governing labor, individually employment, employment practices or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposesappointment of Workers. (d) To the Knowledge of the Company, no current employee or former Company Service Provider Worker of any of the Acquired Companies is in violation, in any material respect in violation respect, of any material term of any employment non-disclosure agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, non-competition agreement or any other restrictive covenant agreement with a former employer relating to the right of any such employee or other obligation: (i) owed to any Company Group Member; or (ii) owed to any third party with respect to such Person’s right Worker to be employed or engaged by any Company Group Memberof the Acquired Companies because of the nature of the business conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others. (e) No material To the Knowledge of the Company, no current employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet Acquired Companies at the level of Vice President or is currently contemplated, planned above or announced, including as a result with an annual salary in excess of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company $100,000 intends to terminate his or her employment with the Company prior to Acquired Companies. (f) Within the one year anniversary past two (2) years, none of the Closing and to Acquired Companies has implemented any plant closing or layoff of employees that (in either case) triggered notifications under the Knowledge WARN Act or any other applicable Laws governing redundancies outside of the CompanyUnited States. (g) Section 4.13(g) of the Company Disclosure Schedule sets forth a complete and accurate list of all employees of the Acquired Companies, no stating such Key Employee has provided any such employee’s (i) name, (ii) job title, (iii) employing entity, (iv) salary, bonus and target incentive compensation, if applicable, or other rate of pay(v) full-time or part-time status, (vi) exempt or non-written noticeexempt status, if applicable, and (vii) active or leave status (and, if on leave, the nature of the leave and the expected return date).

Labor Matters. (a) No Neither the Company Group Member nor any of its Subsidiaries is a party to any Contract or bound by any CBA arrangement between or applying to, one or more employees and no employee of any Company Group Member is represented by any labor a trade union, works council, group of employees or any other labor organization employee representative body, for collective bargaining or works council other negotiating or consultation purposes or reflecting the outcome of such collective bargaining or negotiation or consultation with respect to their employment respective employees with any Company Group Memberlabor organization, union, group, association, works council or other employee representative body, or is bound by any equivalent national or sectoral agreement (“Collective Bargaining Agreements”). To the Knowledge of the Company, there are no activities or proceedings by any labor organization, union, group or association or representative thereof to organize any such employees. There areare no lockouts, and since the Lookback Date there have beenstrikes, no pendingslowdowns, or work stoppages or, to the Knowledge of the Company, threatened (i) labor organizing activities threats thereof by or representation with respect to any employees of the Company or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of its Subsidiaries nor have there been any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice chargessuch lockouts, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, slowdowns or work stoppages against or affecting any Company Group Membersince January 1, 2010. (b) Except as set forth on Schedule 4.14(b), each The Company Group Member is, and since the Lookback Date has been, in compliance its Subsidiaries have complied in all material respects with all applicable Laws regarding laborLaw and Orders relating to employment, employment and employment practices, including all Laws respecting terms and conditions of employment, health worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and safetyrest periods, immigration status, secondment and expatriation, employee classification safety and health, wages (including the classification of independent contractors and exempt and non-exempt employeesovertime wages), discriminationcompensation, harassment and hours of work and in each case, with respect to employees: (i) has withheld and reported all material amounts required by law or retaliationby Contract to be withheld and reported with respect to wages, whistleblowingsalaries and other payments to employees, wages (ii) is not liable for any arrears of wages, severance pay or any material taxes or any material penalty for failure to comply with any of the foregoing, and hours(iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or with respect to unemployment compensation benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment social security or other discrimination benefits or unlawful retaliation allegations of which any of them is aware and have provided detailed information related obligations for employees (other than routine payments to each such allegations within the last two (2) years be made in the data room. With respect to each such allegations normal course of business and consistent with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Providerpractice). (c) Except as would notset forth in Section 2.16(c) of the Company Disclosure Schedule, individually or all employees of the Company and its Subsidiaries located in the aggregateUnited States are terminable “at will”, reasonably be expected to result in material liability: (iwhich means for purposes of this Section 2.16(c) each that the employment of such employees are terminable by the Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, feesor its subsidiaries without cause, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services without regard to any Company Group Member since January 1, 2017, and is, obligation to make any post-termination payments or was, classified and treated as an independent contractor, consultant, leased employee, or other nonprovide any post-employee service provider, is, and has been, properly classified and treated as such for all applicable purposestermination benefits. (d) To Since January 1, 2010, neither the Knowledge Company nor any Subsidiary has taken any action which would constitute a “plant closing” or “mass layoff” within the meaning of the CompanyWARN Act or similar state, no current local or former Company Service Provider is in foreign Law, issued any material respect in violation notification 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations mass layoff required by the WARN Act or similar state, local or foreign Law, or incurred any Liability or obligation under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice Act or any similar state or local Law that any Key Employee of the Company intends to terminate his or her employment with remains unsatisfied. No terminations currently contemplated by the Company prior to the one year anniversary of Closing would trigger any notice or other obligations under the Closing and to the Knowledge of the CompanyWARN Act or similar state, no such Key Employee has provided any such non-written noticelocal or foreign Law.

Labor Matters. (a) No Company Group Member is party to or bound by any CBA and There are no employee of any Company Group Member is represented by any labor union, other labor organization or works council with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pendingagreements with, or to pending petitions for recognition of, a labor union or association as the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize exclusive bargaining agent for any of the employees of GETCO or any Company Group Memberof its Subsidiaries and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the National Labor Relations Board or any other comparable foreign, state or (ii) local labor relations tribunal or authority. There are no organizing activities, labor strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes, other than routine grievance matters, now pending or threatened against or involving GETCO or any of its Subsidiaries and there have not been any such labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting other labor troubles, other than routine grievance matters, with respect to GETCO or any Company Group Memberof its Subsidiaries at any time within five (5) years of the date of this Agreement. (b) Except as set forth on Schedule 4.14(b)Neither GETCO nor any of its Subsidiaries is currently or at any time since January 1, each Company Group Member is2010 has been a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Each of GETCO and since the Lookback Date has been, its Subsidiaries is in material compliance in all respects with all applicable state, federal and local Laws regarding relating to labor, employment, termination of employment and employment practicesor similar matters, including all but not limited to Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), relating to discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensationdisability, labor relations, employee leave issuesprivacy, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee trainings scheduling, occupational safety and noticeshealth, family and medical leave and employee terminations, and unemployment insurancehave not engaged in any unfair labor practices or similar prohibited practices. The Company and Except as would not reasonably be expected to result in any material liability to GETCO or any of its Subsidiaries have reasonably investigated all harassment Subsidiaries, there are no complaints, lawsuits, arbitrations, administrative proceedings or other discrimination or unlawful retaliation allegations proceedings of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are nature pending or, to the knowledge of the CompanyGETCO, threatened. Since the January 1, 2017, neither the Company nor threatened against GETCO or any of their respective its Subsidiaries has implemented brought by any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 employee or other obligation: (i) owed to any Company Group Member; their eligible dependents or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by any Company Group Memberbeneficiaries. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (ai) No Section 5.1(p) of the Company Group Member is party to Disclosure Schedule sets forth an accurate and complete list of each collective bargaining agreement or bound by any CBA and no employee of any Company Group Member is represented by other Contract with any labor union, other labor organization or works council that the Company or any of its Subsidiaries is party or subject to (each, a “Labor Agreement”). To the Knowledge of the Company, since January 1, 2020 through the date of this Agreement, there have been no labor union or works council organizing activities with respect to their employment with employees of the Company or any Company Group Memberof its Subsidiaries. There areSince January 1, and since 2020 through the Lookback Date date of this Agreement, there have beenbeen no threatened unfair labor practice charges, no pendingmaterial labor grievances, material labor arbitrations, strikes, slowdowns, work stoppages, picketing, handbilling, lockouts or other material labor disputes pending or, to the Knowledge of the Company, threatened (i) labor organizing activities against or representation affecting the Company or certification proceedings any of its Subsidiaries. With respect to the transactions contemplated by this Agreement, the Company and its Subsidiaries have satisfied in all material respects any labor unionnotice, works council consultation or bargaining obligations owed to their employees or their employees’ representatives under applicable Law, Labor Agreement or other labor organization to organize any of the employees of any Company Group Member, or Contract. (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b)has not had, each and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company Group Member isand its Subsidiaries are, and since the Lookback Date has January 1, 2020, have been, in compliance in all respects with all applicable Laws regarding respecting labor, employment, and fair employment and practices (including equal employment practicesopportunity Laws), including all Laws respecting terms and conditions of employment, health workers’ compensation, occupational safety and safetyhealth, employee classification wages and hours (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), employee 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 (“WARN Act”)), COVID-19, affirmative actionemployee trainings and notices, workers’ compensation, labor relations, employee leave issues, employee trainings and noticesCOVID-19, affirmative action, shifts organization, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Providerovertime. (ciii) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each have a Material Adverse Effect, the Company Group Member has fully and timely paid its Subsidiaries have reasonably investigated all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employeesexual harassment, or other non-discrimination or retaliation allegations relating to any employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the CompanyCompany or any of its Subsidiaries at a level of Vice President or above of which the Company has Knowledge and, no current or former Company Service Provider 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 each such Person’s right to be employed or engaged by any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Dateallegation with potential merit, the Company has not received written notice and its Subsidiaries have taken corrective action that any Key Employee of the Company intends is reasonably calculated to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written noticeprevent further improper action.

Labor Matters. 3.20.1. A true, correct and complete listing of all employees of the Group Companies as of five (a5) No days prior to the date hereof (collectively, the “Company Employees”) has been provided to Buyer, including each such Person’s name, job title or function and job location, credited service date, full- or part-time status, exempt or non-exempt status under the Fair Labor Standards Act (the “FLSA”), or as applicable under local employment standards Law, as well as a true, correct and complete listing of his or her current and prior calendar year salary or wage payable by the applicable Group Member is party Company, the amount of all incentive compensation paid or payable to or bound by any CBA such Person for the current and no employee prior calendar year, the amount of accrued but unused vacation time and/or paid time off, each as of five (5) days prior to the date hereof, and whether any Company Employee is on an employer-sponsored non-immigrant visa and if so, the type and expiration date. Except as identified on Schedule 3.20.1(a), no Group Member is represented by Company has paid in the prior or current calendar year or promised to pay any labor unionbonuses, other labor organization commissions or works council with respect incentives to their employment with any Company Group Member. There areEmployee, and since the Lookback Date there have beenincluding any officer, no pending, manager or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Memberdirector. (b) Except as set forth on Schedule 4.14(b), each 3.20.2. Each Group Company Group Member is, and since the Lookback Date has been, in material compliance in all respects with all applicable Laws regarding relating to the employment of labor, employment and employment practicesincluding provisions thereof relating to wages, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures collective bargaining, immigration, verification of work authorization, payment of social security, government, pension remittances, and layoffs other Taxes, labor relations, fair employment practices, employment discrimination (including the WARN Actharassment), COVID-19retaliation, affirmative actionreprisal, benefits, classification under the FLSA and other applicable state and local Laws, pay equity, hours, overtime compensation, vacation pay, child labor, hiring, promotion and termination of employees, employee privacy, data protection, working conditions, tracking of working time, meal and break periods, occupational health and safety, workers’ compensation, labor relationsleaves of absence, employee leave issuesplant closings and mass layoffs, employee trainings employment eligibility verification, affirmative action, employment and noticesreemployment rights of members of uniformed services, secondment, civil rights and unemployment insurance. The No Group Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which has any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With material Liability with respect to each such allegations the misclassification of employees as independent contractors, or with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, respect to the knowledge misclassification of the Company, threatenedemployees as exempt versus non-exempt. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has providedno allegations of any human rights breaches or sexual harassment have been made against any officer or director (or equivalent) of a Group Company with respect to their work for such Group Company. 3.20.3. True and complete copies as of the date hereof of each separate written employment Contract between a Group Company and any individual employee or officer of such Group Company, services to other than any Company Group Member since January 1at-will offer or promotion letters that do not provide for severance, 2017, and ischange of control payments, or wassimilar benefits (collectively, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (dthe “Existing Employment Agreements”) have been provided to Buyer. 3.20.4. To the Knowledge of the Company, no current or former Company Service Provider is in any material respect in violation officer of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant Group Company or other obligation: (i) owed to any Company Employee earning base compensation in excess of $210,000 has disclosed any plans to the Group Member; or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment or relationship with the such Group Company prior to the one year twelve (12) month anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written noticeClosing.

Labor Matters. (a) No Company Group Member is party to or bound by any CBA Hurricane and no employee of any Company Group Member is represented by any labor union, other labor organization or works council with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pending, or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, Hurricane Subsidiaries are in compliance in all respects with all applicable Laws regarding laborof the United States, or of any state or local government or any subdivision thereof or of any foreign government respecting employment and employment practices, including all Laws respecting terms and conditions of employment, health wages and safetyhours and occupational safety and health, employee classification (including but not limited to the classification of independent contractors Immigration Reform and exempt Control Act, the Worker Adjustment Retraining and non-exempt employees)Notification Act, any Laws respecting employment discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas)sexual harassment, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19closure issues, affirmative action, workers’ ' compensation, labor relations, employee leave issues, employee trainings wage and noticeshour standards, occupational safety and health requirements and unemployment insurance. The Company insurance and its Subsidiaries have related matters, except where any such failure to be in compliance has not had, or would not reasonably investigated all harassment be expected to have, individually or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential meritaggregate, each Company Group Member has taken prompt corrective action and a Hurricane Material Adverse Effect. (b) There is no such investigations or allegations are unfair labor practice charge pending or, to the knowledge of Hurricane, threatened which if determined adversely to Hurricane or any of its Subsidiaries would reasonably be expected to have a Hurricane Material Adverse Effect. Neither Hurricane nor any Hurricane Subsidiary is subject to a pending or, to the Companyknowledge of Hurricane, threatened. Since the January 1, 2017labor dispute, neither the Company nor any of their respective Subsidiaries strike, slowdown, walkout or work stoppage, except as has implemented any plant closing or employee layoffs that not had and would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related not reasonably be expected to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would nothave, individually or in the aggregate, a Hurricane Material Adverse Effect, nor has Hurricane or any of its Subsidiaries experienced any such labor dispute, strike, slowdown, walkout or work stoppage in the past three (3) years. Other than the agreements with labor organizations Hurricane is a party to as of the date hereof, to the knowledge of Hurricane, there are no organizational campaigns, petitions or other activities or proceedings of any labor union, workers' council or labor organization seeking recognition of a collective bargaining unit with respect to, or otherwise attempting to represent, any of the employees of Hurricane or any of its Subsidiaries or to compel Hurricane or any of its Subsidiaries to bargain with any such labor union, works council or labor organization presently being made or threatened, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened involving employees of Hurricane or any of its Subsidiaries, except for those the formation of which has not had and would not reasonably be expected to result have, individually or in material liability: the aggregate, a Hurricane Material Adverse Effect. (ic) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to The transactions contemplated by this Agreement will not require the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providingconsent of, or since advance notification to, any works councils, unions or similar labor organizations with respect to employees of Hurricane or any of its Subsidiaries, except for where the Lookback Datefailure to obtain any such consent or make any such advance notifications has not had and would not reasonably be expected to have, has providedindividually or in the aggregate, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposesa Hurricane Material Adverse Effect. (d) To Except as would not reasonably be expected to have, individually or in the Knowledge of the Companyaggregate, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement DateHurricane Material Adverse Effect, the Company has not received written notice that any Key Employee businesses of the Company intends to terminate his or her employment Hurricane and each Hurricane Subsidiary are being conducted in compliance with the Company prior all applicable Laws pertaining to the one year anniversary privacy, data protection and information security of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written noticeemployee information.

Labor Matters. (ai) No As of the date of this Agreement: (I) neither the Company Group Member nor any of its Subsidiaries is a party to or otherwise bound by by, or negotiating, any CBA collective bargaining agreement or other Contract with a labor union, or employee representative organization or works council (“Collective Bargaining Agreements”) and no employee employees of the Company or any Company Group Member is of its Subsidiaries are represented by any labor union, other labor employee representative organization or works council in connection with their employment with the Company or any of its Subsidiaries, (II) neither the Company nor any of its Subsidiaries is the subject of any proceeding, charge or complaint asserting that the Company or any of its Subsidiaries has committed an unfair labor practice or seeking to compel it or them to bargain with any labor union or labor organization and (III) there is no pending or, to the Knowledge of the Company, threatened, labor strike, material slowdown, picketing, walk-out, work stoppage or lockout involving the Company or any of its Subsidiaries; and neither the Company nor any of its Subsidiaries has experienced any such labor strike, material slowdown, picketing, walk-out, work stoppage or lockout within the past two (2) years. No notice, consent or consultation obligations with respect to their employment with any employees of the Company Group Member. There or any of its Subsidiaries or any labor union, employee representative organizations or works council, will be triggered by the execution of this Agreement or the consummation of the transactions contemplated hereby. (ii) The Company and each of its Subsidiaries are, and since for the Lookback Date there past three (3) years have been, no pendingin compliance with all applicable Laws relating to the employment and other engagement of labor (including, employment and labor standards, immigration, employee and other service provider classification (including under the Fair Labor Standards Act and similar state Laws and for purposes of eligibility to participate in Benefit Plans), the provision of and contributions to statutory benefits, labor relations and negotiation and consultation with employee representative bodies, occupational health and safety, human rights, workers’ compensation, severance payments and the provision of notice, employment equity, pay equity, wages, hours and medical leave), except where the failure to comply with such Laws has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No material Action with respect to employment matters is now pending or, to the Knowledge of the Company, threatened (i) labor organizing activities against the Company or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees its Subsidiaries, by or before any Governmental Entity, and there is no material Action by or before any Governmental Entity with respect to a violation of any Company Group Member, occupational safety or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them standards that is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are now pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided threatened against the Company or any such non-written noticeof its Subsidiaries.

Labor Matters. (a) No Company Group Member is party to There are no collective bargaining agreements or bound by any CBA and no employee of any Company Group Member is represented by any labor union, other labor organization union Contracts applicable to any employees of the Company or works council with respect to their employment with any Company Group Memberof its Subsidiaries. There are, and since for the Lookback Date there past three (3) years have been, no pendinglabor disputes, strikes, work stoppages or lockouts, or, to the Knowledge of the Company, any threats thereof, by or with respect to any employees of the Company or any of its Subsidiaries. There are no organizational efforts with respect to the formation of a collective bargaining unit presently being made, or, to the Knowledge of the Company, threatened, involving employees of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has engaged or is engaging in any unfair labor practice. (b) The Company and its Subsidiaries are, and for the past three (3) years have been, in compliance in all material respects with all applicable Legal Requirements respecting employment and employment practices, terms and conditions of employment, wages, payment of wages and other compensation, deductions and withholdings from wages and other compensation, hours of work, overtime, meal and rest breaks, wage statements, benefits, vacation or sick leave, labor practices, collective bargaining, the classification of employees as exempt or non-exempt, the classification of independent contractors, the termination of employment, employment policies or practices, personal or family leave, child labor, labor or employee relations, affirmative action, equal employment opportunity and fair employment practices, disability rights or benefits, workers’ compensation, unemployment compensation and insurance, health insurance continuation, whistle blowing, harassment, discrimination, retaliation, plant closures, employee layoffs and furloughs, applicable state and local emergency COVID-19 laws and COVID-19 business operating laws and directives, employee trainings and notices, recordkeeping, and occupational safety and health (collectively, “Employment Laws”). (c) Except as set forth on Section 3.23(c) of the Company Disclosure Schedules, to the Knowledge of the Company, no executive officer or manager of the Company or any of its Subsidiaries has given written notice to the Company or the applicable Subsidiary of any present intention to terminate his or her employment. (d) Except as set forth on Section 3.23(d) of the Company Disclosure Schedules, all persons employed by the Company or any of its Subsidiaries are employed at will and may be terminated without any penalty, liability, or severance obligation. Except as set forth on Section 3.23(d) of the Company Disclosure Schedules, the execution of this Agreement and the consummation of the Contemplated Transactions (either alone or together with any other event which, standing alone, would not by itself trigger such entitlement or acceleration) will not result in: (i) the change of such employees’ at will nature of employment; (ii) any payments being due to any employee of the Company or any of its Subsidiaries; or (iii) the acceleration of vesting of any benefits for any employees of the Company or any of its Subsidiaries. (e) No Proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice (within the meaning of the National Labor Relations Act of 1935) or seeking to compel the Company or any of its Subsidiaries to bargain with any labor organization as to wages or conditions of employment is pending or, to the Knowledge of the Company, threatened with respect to the Company or any of its Subsidiaries before the National Labor Relations Board. (f) There are no Proceedings pending before any Regulatory Authority, and within the past three (3) years none have been filed, or to the Knowledge of the Company threatened to be filed, alleging that the Company or any of its Subsidiaries have engaged in, or are liable for, any actual or alleged: (i) labor organizing activities violation of Employment Laws; (ii) breach of any express or representation implied contract of employment; (iii) wrongful termination of employment; or certification proceedings (d) any other discriminatory, wrongful, or tortious conduct in connection with the employment relationship. (g) Within the past three (3) years: (i) there have been no written or, to the Knowledge of the Company oral, complaints made regarding any actual or alleged sexual harassment by any labor unionemployee of the Company or any of its Subsidiaries; and (ii) neither the Company nor any of its Subsidiaries has entered into any settlement agreement relating to allegations of sexual harassment by any officer, works council manager, or senior management employee of the Company or any of its Subsidiaries. (h) The Company and its Subsidiaries have withheld all amounts required by any Legal Requirement or any contract to be withheld from the wages, salaries, and other payments to employees, and neither the Company nor any Subsidiary is liable for any arrears of wages, compensation, taxes, penalties or other labor organization sums for failure to organize comply with any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insuranceforegoing. The Company and its Subsidiaries have reasonably investigated paid in full to all harassment employees, independent contractors, and consultants, all wages, salaries, commissions, bonuses, benefits and other compensation due to or other discrimination or unlawful retaliation allegations on behalf of which any of them is aware such employees and independent contractors except as such amounts have provided detailed information related to each such allegations within the last two (2) years been accrued but not yet paid in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge Ordinary Course of Business. (i) Except as set forth on Section 3.23(i) of the Company, threatened. Since the January 1, 2017Company Disclosure Schedules, neither the Company nor any of their respective its Subsidiaries has implemented is liable for any plant closing payment to any trust or employee layoffs that would trigger notice other fund or to any Regulatory Authority with respect to unemployment compensation benefits, social security or other benefits or obligations under for employees (other than routine payments to be made in the WARN Act. In the past two (2) years, no employee Ordinary Course of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service ProviderBusiness). (cj) Except as would not, individually or The Company and its Subsidiaries are and have been in compliance with all Legal Requirements regarding immigration and verification of employees’ authorization to work in the aggregatejurisdiction in which they are employed, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable including but not limited to the current preparation and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) maintenance of Form I-9s. To the Knowledge of the Company, within the past three (3) years, neither the Company nor any of its Subsidiaries has been the subject of any audit, investigation, or inquiry conducted by the U.S. Department of Homeland Security or any of its subsidiary departments or divisions including but not limited to U.S. Customs and Immigration Service, and U.S. Immigration and Customs Enforcement, or any predecessor agency, department, or division thereof with responsibility for investigating or enforcing Legal Requirements relating to immigration or verification of employees’ authorization to work in the United States. Within the past three (3) years, neither the Company nor any of its Subsidiaries have received any no-match letters from the U.S. Social Security Administration, nor any other written or, to the Knowledge of the Company oral, notice that any employee of the Company or any of its Subsidiaries is or may not be legally authorized to work in the jurisdiction in which such employee was employed. (k) Neither the Company nor any of its Subsidiaries has engaged in any “plant closing” or “mass layoff” (as those terms are defined in the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq., or any similar state or local law). (l) To the Company’s Knowledge, no current employee of the Company or former Company Service Provider its Subsidiaries is in violation in any material respect in violation of any term of any employment agreement, nondisclosure non-competition agreement, common law nondisclosure obligation, fiduciary duty, noncompetition non-solicitation agreement, nonsolicitation agreement, or any restrictive covenant to a former employer or other obligationthird party relating to (i) the right of such employee to be employed by the Company or the applicable Subsidiary because of the nature of the business conducted or currently proposed to be conducted by the Company or such Subsidiary; (ii) the use of trade secrets or proprietary information of others; or (iii) the solicitation or recruitment of the employees, consultants, independent contractors or customers or others. (m) To the extent applicable, the Company and each of its Subsidiaries are and have been in full compliance with all applicable Legal Requirements promulgated or enforced by the U.S. Department of Labor’s Office of Federal Contract Compliance Programs, including but not limited to: (i) owed to any Company Group MemberExecutive Order 11246; or (ii) owed the Vietnam Era Veterans’ Readjustment Assistance Act; (iii) Section 503 of the Rehabilitation Act of 1973; and (iv) any other similar requirements imposed pursuant to any third party applicable local, state, or federal Legal Requirement applicable to persons or entities engaged in contracts with respect to such Person’s right to be employed any local, state, or engaged by any Company Group Memberfederal agency. (en) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule changeNeither the Company nor any of its Subsidiaries is a party to, or material reduction in hoursotherwise bound by, salary any consent decree with, or wages affecting employees of citation by, any Company Group Member has occurred since the date Regulatory Authority relating to employees, employment practices or Employment Laws. None of the Company Most Recent Balance Sheet or is currently contemplatedCompany, planned or announced, including as a result any of COVID-19 its Subsidiaries or any COVID-19 Measures. of its or their executive officers has received within the past three (f3) Since years any written notice of intent by any Regulatory Authority responsible for the Lookback Date, no Company Group Member has implemented any plant closing enforcement of labor or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, employment laws to conduct an investigation relating to the Company has not received written notice that or any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and its Subsidiaries and, to the Knowledge of the Company, no such Key Employee has provided any such non-written noticeinvestigation is in progress.

Labor Matters. (a) No The Company Group Member has made available to the Parent a complete and accurate list of all employees of the Company and each of its Subsidiaries, along with the position and the annual base salary of each such person. Within the past three years, neither the Company nor any of its Subsidiaries is a party to or otherwise bound by any CBA and no employee collective bargaining agreement, contract or other agreement or understanding with a labor union, trade union, works council or other labor organization. Neither the Company nor any of its Subsidiaries is the subject of any proceeding asserting that the Company Group Member or any of its Subsidiaries has committed an unfair labor practice or is represented by seeking to compel it to bargain with any labor union, trade union, works council or other labor organization organization. No trade union has applied to have the Company or works council with respect its Subsidiaries declared a common or related employer pursuant to their employment with the Labour Relations Act (Ontario) or any similar legislation in any jurisdiction in which the Company Group Member. or its Subsidiaries carries on business. (b) There areis no pending or, and since the Lookback Date there have been, no pending, or to the Knowledge of the Company, threatened threatened, labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has breached or violated in any material respect any (i) labor organizing activities 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 representation or certification proceedings by any labor unionas employee versus independent contractor), works council or other labor organization to organize any of workers’ compensation, family and medical leave, the employees of any Company Group MemberImmigration Reform and Control Act and occupational safety and health requirements, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action agreement; and no such investigations claims, controversies, investigations, audits or allegations suits are pending or, to the knowledge Knowledge of the Company, threatened. Since the January 1, 2017with respect to such laws or agreements, neither the Company nor any of their respective Subsidiaries has implemented any plant closing either by private individuals or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service ProviderGovernmental Entities. (c) Except as would notTo the Company’s Knowledge, individually or all persons employed in the aggregateUnited States are citizens or permanent residents. Section 3.17(c) of the Company Disclosure Schedule sets forth a true, reasonably be expected to result correct and complete list and description of all expatriate contracts that the Company or any Subsidiary of the Company has in material liability: (i) each effect with any employee and all employment contracts and independent contractor arrangements covering any individuals providing services outside the country in which they are nationals. Each employee of the Company Group Member or any Subsidiary of the Company working in a country other than one of which such employee is a national has fully and timely paid all wagesa valid work permit, salariescertificate of sponsorship, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employeevisa, or other non-employee service provider, is, and has been, properly classified and treated as such for all right under applicable purposeslaw that permits him or her to be employed lawfully by the Company or the applicable Subsidiary of the Company in the country in which he or she is so employed. (d) To the Knowledge No employee of the Company or any of its Subsidiaries (i) has an employment or retention agreement with the Company or any of its Subsidiaries, (ii) to the Company’s Knowledge, no current or former Company Service Provider is in any material respect in violation of any term of any employment patent 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 any of its Subsidiaries because of the nature of the business conducted by the Company or any Company Group Member. (e) No material employee layoff, facility closure of its Subsidiaries or shutdown (whether voluntary to the use of trade secrets or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule changeproprietary information of others, or material reduction (iii) in hours, salary or wages affecting employees the case of any Company Group Member key employee or group of key employees, has occurred since the date of given notice to the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented of its Subsidiaries that such employee or any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As in a group of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company key employees intends to terminate his or her employment with the Company. (e) The Company has made available to the Parent a complete and accurate list of all independent contractors and consultants currently engaged by the Company or any of its Subsidiaries, along with the position, date of retention and rate of remuneration for each such person. None of such independent contractors or consultants is a party to a written agreement or contract with either the Company or any of its Subsidiaries. Each such independent contractor and consultant has entered into an agreement containing confidentiality and assignment of inventions provisions with the Company or any of its Subsidiaries, a copy or form of which has previously been made available to the Merger Sub. There are no independent contractors or consultants who have provided services to the Company or any of its Subsidiaries for a period of at least six consecutive months. (f) Neither the Company nor any of its Subsidiaries nor any director, officer or other key employee of the Company or any of its Subsidiaries has any existing undisclosed contractual relationship with the Company or any of its Subsidiaries. To the Company’s Knowledge, no director, officer or other key employee of the Company or any of its Subsidiaries owns, directly or indirectly, individually or collectively, any interest in any entity which is in a business similar or competitive to the business of the Company. (g) The Company and each of its Subsidiaries are in material compliance with respect to their requirements to withhold and pay to the appropriate Governmental Entity or are holding for payment not yet due to such Governmental Entity all amounts required to be withheld from their respective employees and are not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing. (h) Since January 1, 2011, neither the Company nor any of its Subsidiaries has caused (i) a plant closing as defined in the Worker Adjustment and Retraining Notification Act (“WARN Act”) affecting any site of employment or one or more operating units within any site of employment of the Company or any Subsidiary of the Company or (ii) a mass layoff as defined in the WARN Act, nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar foreign, state or local law since January 1, 2011. No employee of the Company or any of its Subsidiaries at a U.S. facility with sufficient numbers of employees to be covered by the WARN Act has suffered an employment loss as defined in the WARN Act within the ninety (90) day period ending on the Closing Date. (i) There is no term of employment for any employee working outside the United States that provides that a change in control of the Company or any Subsidiary of the Company shall entitle such individual (i) to treat the change of control as a breach of any contract, (ii) to any payment, benefit or change of terms of employment (whether or not conditioned upon the occurrence of any other event) or (iii) to treat himself or herself as redundant or released from any obligation to his or her employer. Neither the Company nor any Subsidiary of the Company has any material liability to any present or former employee or independent contractor of any of them, or any representative therefor, for the payment of employment tribunal compensation, damages, a redundancy payment, a protective award, severance or any similar payment or award, nor is the Company or any Subsidiary of the Company under any obligation to provide or continue any benefit (including the provisions of a reference) to any such individual either pursuant to or as a consequence of failing to comply with any applicable law or contract. No contractor, manufacturer or supplier used by or under contract with the Company or any Subsidiary of the Company is in violation in any material respect of any applicable law relating to labor or employment matters that would reasonably be expected to result in material liability to the Company or any Subsidiary of the Company. Except in the case of employees in Canada whose contract limits them to statutory entitlements under applicable law, or except as set forth in Section 3.17(i) of the Company Disclosure Schedule in the case of employees with contractual notice or severance entitlements that are in excess of statutory entitlements under applicable law, no employee of the Company or its Subsidiaries in Canada has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results by applicable law from the employment of an employee without an agreement as to notice or severance. (j) Neither the Company nor any Subsidiary of the Company has breached or violated in any material respect any applicable law concerning employer contributions to any trade union, housing, unemployment, retirement, bonus and welfare funds and all other funds to which an employer is required by non-U.S. law to contribute. The Company and each Subsidiary of the Company has entered into, and not materially breached or violated, any employment contracts, individual labor contracts, collective labor contracts and similar contracts required by applicable non-U.S. laws, and the Company has made available to the Parent prior to the one year anniversary date of this Agreement true, complete and correct xxxxx of all employment contracts, individual labor contracts, collective labor contracts and similar contracts to which the Company or any Subsidiary of the Closing Company is a party. (k) Neither the Company nor any of its Subsidiaries has incurred, and to no circumstances exist under which either Company or any of its Subsidiaries could incur, any material liability arising from the Knowledge misclassification of employees as consultants or independent contractors, or from the Company, no such Key Employee has provided any such non-written noticemisclassification of consultants or independent contractors as employees.

Labor Matters. (a) No Company Group Member Neither Ironman nor any Ironman Subsidiary is a party to to, or bound by by, any CBA and no employee collective bargaining agreement, union memoranda of any Company Group Member is represented by any understanding, or other Contract with a labor or trade union, other works council, labor organization or works council with respect to their employment with similar body involving any Company Group Memberof its employees or employee representatives (a “Collective Bargaining Agreement”). There areNeither Ironman nor any Ironman Subsidiary is, and since nor has it during the Lookback Date there have last three (3) years been, no pending, subject to a strike or work stoppage and to the Knowledge of Ironman, there is no pending strike or work stoppage involving Ironman or any Ironman Subsidiary. There are no labor organizations representing, and to the CompanyKnowledge of Ironman there are no labor organizations purporting to represent or seeking to represent, any of Ironman’s or any Ironman Subsidiary’s employees. There are no, and during the last three (3) years there have been no, organizational campaigns, petitions, or other unionization activities with respect to the formation of a collective bargaining unit made or, to the Knowledge of Ironman, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the involving employees of Ironman or any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group MemberIronman Subsidiary. (b) Except as set forth on Schedule 4.14(b), Ironman and each Company Group Member Ironman Subsidiary is, and since during the Lookback Date last three (3) years has been, in compliance in all respects with all applicable Laws regarding relating to employment, including labor, employment and employment, termination of employment, fringe benefits, immigration, fair employment practices, including all Laws respecting terms and conditions of employment, health and workers’ compensation, occupational safety, employee classification (including the classification plant closings, mass layoffs, worker classification, harassment, discrimination, retaliation, payment of independent contractors and social security, exempt and non-exempt employees)status, discriminationremote work, harassment or retaliationrestrictive covenants, whistleblowingcompensation and benefits, wages and hourshours of work, immigration (including the completion overtime, working during rest days, notices to employees, COVID-19 Measures, engagement of Forms I-9 for all U.S. employees and the proper confirmation service providers, enforcement of employee visas)labor laws, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and noticesin each case except where such non-compliance has not had, and unemployment insurance. The Company and its Subsidiaries have would not reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related be expected to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would nothave, individually or in the aggregate, an Ironman Material Adverse Effect. (c) No current or former employee, consultant, or independent contractor of Ironman or any Ironman Subsidiary has violated any confidentiality or proprietary information agreement or any restrictive covenant agreements, except for such violations that have not had, and would not reasonably be expected to result have, individually or in material liability: (i) each Company Group Member the aggregate, an Ironman Material Adverse Effect. Except as has fully not had and timely paid all wageswould not reasonably be expected to have, salariesindividually or in the aggregate, wage premiumsan Ironman Material Adverse Effect, commissions, bonuses, severance and termination payments, feesthere are no proceedings pending, and other compensation that have come due and payable as of the date of this Agreement neither Ironman nor any Ironman Subsidiary intends to the bring any proceedings, against any current and or former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractoremployee, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such independent contractor of Ironman or any Ironman Subsidiary for all applicable purposesalleged violations of any confidentiality or proprietary information agreement or any restrictive covenant agreements. (d) To During the Knowledge last three (3) years, no written allegations of harassment, discrimination, sexual assault or sexual misconduct have been made against Ironman or, to Ironman’s Knowledge, any of the Company, no Ironman Subsidiaries or involving any current or former Company Service Provider is in management-level employee of Ironman or 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplatedIronman Subsidiaries, planned or announced, including and neither Ironman nor any of the Ironman Subsidiaries have entered into any settlement agreements as a result of COVID-19 any written allegations of harassment, discrimination, sexual assault or sexual misconduct with any COVID-19 Measurescurrent or former management-level employee. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Neither the Company Group Member nor any of its Subsidiaries is a party to any Contract or bound by any CBA arrangement between or applying to, one or more employees and no employee of any Company Group Member is represented by any labor a trade union, works council, group of employees or any other labor organization employee representative body, for collective bargaining or works council other negotiating or consultation purposes or reflecting the outcome of such collective bargaining or negotiation or consultation with respect to their employment respective employees with any Company Group Member. There arelabor organization, and since the Lookback Date there have beenunion, no pendinggroup, or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor unionassociation, works council or other employee representative body, or is bound by any equivalent national or sectoral agreement (“Collective Bargaining Agreements”). There are no pending activities or proceedings or, to the Company’s Knowledge, threatened or reasonably anticipated by any labor organization organization, union, group or association or representative thereof to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice chargessuch employees. There are no lockouts, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals refusal to work overtime, or work stoppages against or, to the Company’s Knowledge, threats thereof by or affecting with respect to any employees of the Company Group Memberor any of its Subsidiaries. (b) Except as set forth on Schedule 4.14(b)There are no material grievances outstanding against the Company or any of its Subsidiaries; nor are there any unfair labor practice complaints pending, each or, to the Company’s Knowledge, threatened, against the Company Group Member isor any of its Subsidiaries before the National Labor Relations Board or any court, tribunal or other Governmental Authority, or any current union representation questions involving employees of the Company or any of its Subsidiaries. (c) The Company and since the Lookback Date has been, in compliance its Subsidiaries have complied in all material respects with all applicable Laws regarding laborLaw and Orders relating to employment, employment and employment practices, including all Laws respecting terms and conditions of employment, health worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and safetyrest periods, immigration status, employee classification safety and health, wages (including the classification of independent contractors and exempt and non-exempt employeesovertime wages), discriminationcompensation, harassment and hours of work, and in each case, with respect to employees: (i) has withheld and reported all amounts required by law or retaliationby agreement to be withheld and reported with respect to wages, whistleblowingsalaries and other payments to employees, wages (ii) is not liable for any arrears of wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and hours(iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or with respect to unemployment compensation benefits, equal opportunity, plant closures social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and layoffs (including the WARN Actconsistent with past practice), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The employment of each employee of the Company and its Subsidiaries have reasonably investigated all harassment is terminable at will without material cost or liability to the Company or its Subsidiaries, except for amounts earned prior to the time of termination, other than pursuant to agreements (or forms thereof) provided to Parent prior to the date hereof or for severance or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct benefits required by a Company Service Providerapplicable Laws. (cd) Except as would not, individually or in the aggregate, be or reasonably be expected to result in be, material liability: to business, operations, properties, assets, liabilities, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken together as a whole, (i) each individuals who are or were performing consulting or other services for the Company Group Member has fully and timely paid or any of its Subsidiaries have been classified correctly in all wagesmaterial respects by the Company or its Subsidiaries as either “independent contractors” (or comparable status in the case of a foreign of its Subsidiaries) or “employees” as the case may be, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providingat the Effective Time, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 those individuals still performing consulting services for the Company or its Subsidiaries as of the Effective Time, such Person’s right to be employed individuals will qualify for such classification and (iii) all individuals who are or engaged by any Company Group Memberwere classified as employees as of the Effective Time have been correctly classified as exempt or non exempt, as the case may be, under the Fair Labor Standards Act or other applicable Laws. (e) No material employee Neither the Company nor any Subsidiary has taken any action which would constitute a “plant closing” or “mass layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since ” within the date meaning of the Company Most Recent Balance Sheet WARN Act or is currently contemplatedsimilar foreign, planned state or announcedlocal applicable Law, including as issued any notification of a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that mass layoff required by the WARN Act or similar foreign, state or local applicable Law, or incurred any liability or obligation under WARN or any similar foreign, state or local applicable Law with respect to which any obligation remains unsatisfied. No terminations prior to the Closing (without taking into account any terminations with which they may be aggregated for terminations after the Closing) would trigger any notice or other obligations under the WARN ActAct or similar foreign, state or local applicable Law for which such notices or other obligations have not been satisfied. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Neither the Company Group Member nor any of its Subsidiaries is a party to any Contract or bound by any CBA arrangement between or applying to one or more employees or other service providers in the United States and no employee of any Company Group Member is represented by any labor a union, trade union, works council or any other labor employee representative body or labor-relations organization or works council with respect entity authorized to their employment with any Company Group Membernegotiate on behalf of employees (“Labor Organization”), for collective bargaining or other negotiating or consultation purposes (“Collective Bargaining Agreements”). There are, and since the Lookback Date there have been, are no pending, or to the Knowledge of the Company, threatened (i) labor organizing material activities or representation or certification proceedings by any labor union, works council or other labor organization Labor Organization to organize any of the such employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice chargesother service providers. There are no lockouts, strikes, slowdowns, work stoppages or, to the Knowledge of the Company, threats thereof by or with respect to any employees or other service providers of the Company or any of its Subsidiaries, nor have there been any such lockouts, picketingstrikes, hand billing, slowdowns, concerted refusals to work overtime, slowdowns or work stoppages against with respect to any employees or affecting other service providers of the Company or any Company Group Memberof its Subsidiaries since January 1, 2019, in the case of each of the foregoing which is likely to be material to the Company. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have would not reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related be expected to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would nothave, individually or in the aggregate, reasonably be expected to result in material liability: (i) each a Company Group Member has fully Material Adverse Effect, the Company and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, feesits Subsidiaries are, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 20172019 have been, in compliance with all Applicable Laws and Orders relating to employment, employment practices, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and as exempt or non-exempt for overtime purposes), leased and seconded employees, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and ishours of work. Neither the Company nor any of its Subsidiaries is a party to any material conciliation agreement, or wassettlement agreement, classified and treated as an independent contractor, consultant, leased employee, consent decree or other nonemployment-employee service providerrelated agreement or order, isin each case related to employment or employment practices, and has been, properly classified and treated as such for all applicable purposeswith any Governmental Entity. (dc) To the Knowledge of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date Each of the Company Most Recent Balance Sheet or and its Subsidiaries is currently contemplated, planned or announced, including as a result of COVID-19 in compliance in all material respects with WARN or any COVID-19 Measuresrelated state laws. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Company Group Member None of LSBG or any of its Subsidiaries is a party to or bound by any CBA and no employee collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is LSBG or any of its Subsidiaries the subject of a proceeding asserting that it has committed an unfair labor practice (within the meaning of the National Labor Relations Act, as amended) or seeking to compel LSBG or any Company Group Member is represented by of its Subsidiaries to bargain with any labor unionorganization as to wages or conditions of employment, other labor organization or works council with respect to their employment with nor is there any Company Group Member. There are, and since the Lookback Date there have been, no pending, or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council strike or other labor organization dispute involving it pending or, to organize LSBG’s Knowledge, threatened, nor is LSBG or any of the employees its Subsidiaries aware of any Company Group Member, activity involving its employees seeking to certify a collective bargaining unit or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Memberengaging in other organizational activity. (b) Except as set forth on Schedule 4.14(b)Since December 31, 2012, each Company Group Member is, of LSBG and since the Lookback Date its Subsidiaries has been, in compliance complied in all material respects with all applicable Laws regarding labor, employment legal requirements and employment practices, including all Laws respecting terms and conditions or worker practices related to the employment of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. its employees and the proper confirmation engagement of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractorcontractors, consultant, leased employeeinterns, or other non-employee service providerproviders, isincluding provisions related to wages, hours, overtime exemption classification, independent contractor classification, leaves of absence, equal opportunity, privacy right, retaliation, immigration, wrongful discharge, occupational health and safety, workers’ compensation, severance, employee handbooks or manuals, and the payment of social security and other taxes. There are no material actions, suits, complaints, charges, arbitrations, claims, disputes, grievances, or controversies pending or, to the Knowledge of LSBG, threatened between either LSBG or any of its Subsidiaries and any of their respective present or former employees or independent contractors, consultants, interns, or other non-employee service providers, except as described in LSBG Disclosure Schedule 3.19(b). (c) To the Knowledge of LSBG, no senior executive officer or manager of any material operations of LSBG or any of its Subsidiaries or any material group of employees of LSBG or any of its Subsidiaries has been, properly classified and treated as or have any present plans to terminate their employment with LSBG or such for all applicable purposesSubsidiary. (d) To the Knowledge LSBG has delivered or made available to BHB a true and complete list of the Companynames, no current corporate and functional titles, hire dates and full or former Company Service Provider part-time status (collectively, “LSBG Employees”) as of the date hereof. Except as otherwise set forth on LSBG Disclosure Schedule 3.19(d), (A) none of the LSBG Employees has a contract of employment with LSBG or any of its Subsidiaries, (B) all LSBG Employees are employees “at will” whose employment is in terminable without liability therefor and (C) none of the LSBG Employees has a contract with, or is otherwise entitled to receive any material respect in violation payments from, LSBG or any of its Subsidiaries relating to any term of any employment agreementother bonuses, nondisclosure agreementretention or stay payments, common law nondisclosure obligationseverance pay or benefits, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to any Company Group Member; perquisites or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by any Company Group Memberbenefits. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Company Group Member is party to or bound by any CBA Section 5.10 of such Party’s Disclosure Letter sets forth, as of the date of this Agreement, an accurate and no employee complete list of any Company Group Member is represented by any labor union, collective bargaining agreement or other labor organization or works council similar material written agreement with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pending, or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any a labor union, works council council, or similar employee representative group or organization (“Labor Organization”) that such Party or its Subsidiaries is party to, otherwise bound by, or negotiating, as applicable, and copies of such agreements have been made available to the other labor organization Party prior to organize any the date of this agreement or will be made available to the other Party as promptly as practicable following the date of this Agreement (but in no event later than fifteen (15) Business Days following the date of this Agreement). To the Knowledge of such Party, as of the employees date of this Agreement, there are no activities or Proceedings by any individual, group of individuals, including representatives of any Company Group MemberLabor Organizations, seeking to authorize representation of such Party’s employees by a Labor Organization or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Membercompel such Party to negotiate on a collective basis with respect to terms and conditions of employment. (b) Except as set forth on Schedule 4.14(b)As of the date of this Agreement, each Company Group Member is(i) there is no, and has not been since the Lookback Date has beenApplicable Date, any, strike, lockout, slowdown, work stoppage, unfair labor practice charge or complaint or other labor dispute, or arbitration or grievance pending or, to the Knowledge of such Party, threatened in writing that may interfere with the respective business activities of such Party and its Subsidiaries, (ii) such Party and its Subsidiaries are in compliance in all respects with all applicable Laws regarding respecting labor, employment standards, workers’ compensation, terms and conditions of employment, employment and employment practices, including all Laws respecting terms and conditions the termination of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration classification of employees as exempt or non-exempt, immigration, equal employment opportunities (including the completion prevention of Forms I-9 sexual harassment), the provision of meal and rest breaks, pay for all U.S. employees working time, classification of independent contractors, immigration law requirements, and occupational safety and health, and (iii) none of such Party or any of its Subsidiaries has any liability or obligation under the Worker Adjustment and Retraining Notification Act and the proper confirmation regulations promulgated thereunder or any similar state, local or foreign “mass layoff” or “plant closing” Law that remains unsatisfied, except, in each of employee visasclauses (i), disability rights or benefits, equal opportunity, plant closures (ii) and layoffs (including the WARN Actiii), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as a Material Adverse Effect on such for all applicable purposesParty. (dc) To Except as would not have, and would not reasonably be expected to have, individually or in the Knowledge aggregate, a Material Adverse Effect on such Party, there have been no written claims or investigations of the Companyharassment, no current discrimination, retaliation or former Company Service Provider is in similar actions against any material respect in violation senior manager, officer or director of such Party at 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred time since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 MeasuresApplicable Date. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No The Company Group Member Representor is not a party to any collective bargaining agreement or bound by any CBA and no employee of any Company Group Member is represented by any labor union, other labor organization union contract applicable to persons employed by the Company Representor, and currently there are no organizational campaigns, petitions or works council with respect to their employment with any other unionization activities seeking recognition of a collective bargaining unit which could materially affect the Company Group MemberRepresentor. There areare no controversies, and since the Lookback Date there have beenstrikes, no pendingslowdowns, lock-outs or work stoppages pending or, to the Knowledge of the CompanyCompany Representor, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize between the Company Representor and any of the employees of employees, and the Company Representor has not experienced any Company Group Membersuch controversy, or (ii) material labor disputesstrike, labor grievancesslowdown, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, lock-outs or work stoppages against or affecting any stoppage within the past three (3) years. The Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, Representor is currently in compliance in all material respects with all applicable Laws regarding relating to the employment of labor, employment including without limitation those related to wages, hours and employment practicescollective bargaining, including all Laws respecting terms and conditions is not liable for any arrears of employmentwages, health and safetytaxes, employee classification (including the classification of independent contractors and exempt and non-exempt employees)allowances, discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunityseverance pay, plant closures and layoffs (including penalties or other sums for failure to comply with any of the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insuranceforegoing. The Company Representor has paid in full to all current and its Subsidiaries former directors, officers and employees or adequately accrued for in accordance with PRC GAAP all wages, salaries, commissions, bonuses, benefits allowances, severance pay and other compensation due to or on behalf of the current and former directors, officers and employees. The Company Representor is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices. There are no Actions that have reasonably investigated all harassment been asserted or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are now pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee Knowledge of the Company Group has made written allegations of sexual harassment against any Company Service ProviderRepresentor, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 threatened with respect to such Person’s right to be employed or engaged by any the Company Group Member. (e) No material employee layoffRepresentor for unfair labor practices, facility closure or shutdown (whether voluntary or by Governmental Order)payment of withholding taxes, reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hourspayment of wages, salary or wages affecting employees of any severance, safety and health standards or discrimination in employment practices. The Company Group Member Representor has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplatedmade all required contributions, planned or announcedconcerning national pension, including as a result of COVID-19 or any COVID-19 Measuresnational medical insurance, worker’s compensation insurance, unemployment insurance and other mandatory social security matters. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Except as required by Applicable Law, the employment of the employees of the Company Group Member and its Subsidiaries is terminable at will. (b) As of the date hereof: (i) neither the Company nor any of its Subsidiaries is party to, or has a duty to bargain for, or bound by is currently negotiating in connection with entering into, any CBA and no employee of any Company Group Member is represented by any labor union, collective bargaining agreement or other Contract with a labor organization or works council with respect representing any of its employees and there are no labor organizations or works councils representing, purporting to their employment with represent or, to the knowledge of the Company, seeking to represent any employees of any of the Company Group Member. There areor its Subsidiaries; (ii) no collective bargaining agreements applicable to the Company exist at the Company or its Subsidiaries; (iii) there has not been any strike, and since the Lookback Date there have beenslowdown, no pendingwork stoppage, lockout, job action, picketing, labor dispute, question concerning representation, union organizing activity, or to the Knowledge knowledge of the Company, threatened (i) labor organizing activities any threat in writing thereof, or representation any similar activity or certification proceedings by any labor uniondispute, works council affecting the Company or other labor organization to organize its Subsidiaries or any of their respective employees since January 1, 2013, other than in the employees course of established collective bargaining relationships; (iv) there is not now pending, and, to the knowledge of the Company, no Person has threatened in writing to commence, any Company Group Membersuch strike, or (ii) material labor disputesslowdown, labor grievanceswork stoppage, labor arbitrationslockout, unfair labor practice charges, strikes, lockoutsjob action, picketing, hand billinglabor dispute, slowdownsquestion concerning representation or union organizing activity or any similar activity or dispute, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years than in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action course of established collective bargaining relationships; and (v) there is no such investigations claim or allegations are grievance pending or, to the knowledge of the Company, threatened. Since the January 1threatened in writing relating to any Employee Plan, 2017wages and hours, neither the Company nor any leave of their respective Subsidiaries has implemented any absence, plant closing notification, employment statute or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) yearsregulation, no employee of the Company Group has made written allegations of sexual harassment against privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety, retaliation, immigration or discrimination matters involving any Company Service ProviderAssociate that involves a material liability or material potential liability, and none including charges of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assaultunfair labor practices (including equal employment opportunity laws), or sexual misconduct by a Company Service Provider. (c) material complaints concerning terms and conditions of employment, occupational safety and health, affirmative action, employee privacy or harassment. Except as would not, individually or in the aggregate, reasonably be expected to result have a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance with all Applicable Law respecting labor, employment, fair employment practices (including equal employment opportunity laws), terms and conditions of employment, workers’ compensation, occupational safety and health, employee privacy, notice and other requirements under the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) and any other similar applicable foreign, state, or local statutes or regulations of any jurisdiction relating to any plant closing or mass layoff (or similar triggering event), and wages and hours. (c) Neither the Company nor its Subsidiaries is delinquent in any material liability: (i) each respect in payments to any Company Group Member has fully and timely paid all Associate for any wages, salaries, wage premiums, commissions, bonusesbonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such Company Associates. Neither the Company nor its Subsidiaries is liable for any material payment to any trust or other fund or to any Governmental Body, severance with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Associates (other than routine payments to be made in the ordinary course of business consistent with past practice) and termination paymentsfreelancer/independent contractors. (d) As of the date hereof, feesthere is not pending or, and other compensation that have come due and payable to the current and former knowledge of the Company, threatened in writing, any Legal Proceeding against the Company Service Providers, under applicable Law, Contract or its Subsidiaries by any Governmental Body relating to the legal status or classification of an individual classified by the Company Group policy, and or its Subsidiaries as a non-employee (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated such as an independent contractor, consultant, a leased employee, a consultant or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Orderspecial consultant), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of . Neither the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result nor any of COVID-19 or its Subsidiaries has made any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company filings prior to the one year anniversary of date hereof under the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written noticeIRS’ Voluntary Classification Settlement Program.

Labor Matters. (a) No The Company Group Member is and each Company Subsidiary are neither party to, nor bound by, any labor or collective bargaining agreement or any other agreement with a labor union and there are no labor or collective bargaining agreements that pertain to any of the employees of the Company or bound by any CBA and no employee of any Company Group Member is Subsidiary, nor are any such employees represented by any labor union, other labor organization or works council with respect to their employment with any such employment. The Company Group Member. There areand each Company Subsidiary has good labor relations and there are no controversies, and since the Lookback Date there have beengrievances, no or arbitrations pending, or to the Knowledge knowledge of the Company, threatened (i) between the Company or any Company Subsidiary, on the one hand, and any of their respective employees, on the other hand, which could, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No labor organizing activities organization or group of employees of the Company or any Company Subsidiary has made a pending demand for recognition or certification, and there are no representation or certification proceedings by or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. The Company does not know of any labor union, works council or other labor organization union organizing activities with respect to organize any employees of the employees of Company or any Company Group Member, Subsidiary into one or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Membermore collective bargaining units. (b) Except as set forth on Schedule 4.14(b), each The Company Group Member is, and since the Lookback Date has been, all Company Subsidiaries are in compliance in all respects with all applicable Laws regarding labor, laws respecting employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including including, without limitation, the completion of Forms I-9 for Immigration Reform and Control Act, the Worker Adjustment and Retraining Notification Act, all U.S. employees and the proper confirmation of employee visas)laws respecting employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19closure issues, affirmative action, workers’ compensation, employee benefits, severance payments, labor relations, employee leave issues, employee trainings wage and noticeshour standards, occupational safety and health requirements, unemployment insurance and related matters, and unemployment insurance. The Company the collection and its Subsidiaries have reasonably investigated all harassment payment of withholding or other discrimination or unlawful retaliation allegations of which social security taxes and any of them is aware similar tax, and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented Company Subsidiary are engaged in any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) yearsunfair labor practice except, no employee with respect to all of the Company Group has made written allegations of sexual harassment against foregoing, for any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, noncompliance or sexual misconduct by a Company Service Provider. (c) Except as would practices that could not, individually or in the aggregate, reasonably be expected to result have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary are delinquent in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services payments to any employees of the Company Group Member since January 1or any Company Subsidiary for any services or amounts required to be reimbursed or otherwise paid to such employees. (c) Neither the Company, 2017nor any Company Subsidiary, nor any of their respective employees, agents or representatives has committed a material unfair labor practice as defined in the National Labor Relations Act and is, or was, classified and treated as an independent contractor, consultant, leased employee, there is no material unfair labor practice complaint or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposesallegation of labor law violation against the Company or any Company Subsidiary pending before the National Labor Relations Board or any other Governmental Entity. (d) Since September 2, 2000, there has been no and there is no actual or, to the Company’s knowledge, threatened labor dispute, strike, lockout slowdown or work stoppage against the Company or any Company Subsidiary. (e) Except for such matters as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither Company nor any Company Subsidiary has received written notice of any actual or threatened investigation, charge or complaint against Company or any Company Subsidiary with respect to employees pending before the Equal Employment Opportunity Commission or any other Governmental Entity regarding an unlawful employment practice. (f) The Company and each of its Subsidiaries is and has been in compliance with all notice and other requirements under the Workers’ Adjustment and Retraining Notification Act and any similar state, local or foreign law. (g) To the Knowledge Company’s knowledge, no employee of the Company, no current Company or former any Company Service Provider Subsidiary is in any material respect in violation of any term of any employment contract, non-disclosure agreement, nondisclosure 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 any Company Group Member. (e) No material employee layoff, facility closure Subsidiary because of the nature of the business conducted or shutdown (whether voluntary presently proposed to be conducted by the Company or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet Subsidiary or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary use of the Closing and to the Knowledge trade secrets or proprietary information of the Company, no such Key Employee has provided any such non-written noticeothers.

Labor Matters. (a) No Company Group Member is party to or bound by any CBA and no employee of any Company Group Member is represented by any labor union, other labor organization or works council with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pending, or to the Knowledge of the Company, threatened (i) labor organizing activities As of the date hereof, neither the Company nor any of its Subsidiaries is a party to, nor is it currently negotiating in connection with entering into, any collective bargaining agreement or representation or certification proceedings by any other agreement with a labor union, works council or other labor organization similar organization, and, to organize the Company’s Knowledge, there are no union organizing activities involving any employees of the Company or any of its Subsidiaries, nor to the employees of Company’s Knowledge have there been any Company Group Member, or such activities within the past three years. (ii) material labor disputesAs of the date hereof, labor grievancesthere is no strike, labor arbitrationslockout, slowdown, work stoppage, unfair labor practice chargesor material labor dispute, strikesarbitration or grievance pending or, lockoutsto the Company’s Knowledge, picketingthreatened in writing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting nor have there been any Company Group Member. (b) Except as set forth on Schedule 4.14(b)such actions within the past three years. To the Company’s Knowledge, each of the Company Group Member is, and since the Lookback Date has been, its Subsidiaries is in compliance in all material respects with all applicable Laws regarding respecting labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health wages and safetyhours, employee classification sexual harassment and occupational safety and health. Neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Authority relating to employees or employment practices. No material Action brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of any employees of the Company is pending or, to the Company’s Knowledge, threatened in writing. Neither the Company nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder (including the classification “WARN Act”) or any similar state or local Law that remains unsatisfied. (iii) The Company and its Subsidiaries are in compliance in all material respects with, and since January 1, 2018, have complied in all material respects with, all laws regarding pre-employment, employment, employment staffing and employment practices, terms and conditions of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowingemployment, wages and hours, immigration (including the completion plant closing notification, classification of Forms I-9 for all U.S. employees and the proper confirmation of independent contractors, equitable pay practices, employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensationprivacy rights, labor relations, employee leave issuesemployment discrimination, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all sexual harassment or discrimination, workers’ compensation or long-term disability policies, retaliation, immigration, family and medical leave, occupational safety and health and other discrimination or unlawful retaliation allegations laws in respect of which any of them is aware reduction in force (including notice, information and have provided detailed information related to each such allegations within the last two consultation requirements). (2iv) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 20172018, neither the Company nor any of their respective its Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to allegations of sexual harassment, sexual assault, harassment or sexual misconduct by a Company Service Provider. (c) Except as would notby, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided allegations of sexual harassment or sexual misconduct have been made to the Company against, any such non-written noticeindividual in his or her capacity as (A) a member of the Company Board, or (B) an employee of the Company or any of its Subsidiaries at a level of director or above. There are no proceedings currently pending or, to the Knowledge of the Company, threatened in writing related to any allegations of sexual harassment or sexual misconduct by any of the individuals identified in clauses (A)-(B) above.

Labor Matters. (a) No Company Group Member labor strike, dispute, concerted work stoppage, slowdown or lockout is party to or bound by any CBA and no employee of any Company Group Member is represented by any labor unioncurrently pending or, other labor organization or works council with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pending, or to the Knowledge knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by with respect to any labor union, works council or other labor organization to organize any employee of the employees of any Company Group Memberor its Subsidiaries, or (ii) material labor disputes, labor grievances, labor arbitrations, and no unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, charge or work stoppages complaint against the Company is pending before the National Labor Relations Board or affecting any other governmental agency. The Company Group Member. (b) Except as set forth on Schedule 4.14(b), and each Company Group Member isof its Subsidiaries other than the Designated Subsidiaries, and since to the Lookback Date has beenknowledge of the Company, the Designated Subsidiaries, are in material compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health wage and safetyhour, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative actionfair employment, workers’ compensation, labor relationsunemployment, employee leave issueshiring and Social Security Laws in connection with the employment of their employees. To the knowledge of the Company, employee trainings all individuals whom the Company or its Subsidiaries have treated as independent contractors for compensation, benefit or other purposes are properly qualified and noticesclassified as independent contractors under all applicable Laws and other regulatory standards and are not employees of the Company or its Subsidiaries under any applicable Law or other regulatory standard (in each case, and unemployment insuranceother than with respect to Tax matters, which shall be the subject of Section 2.14). The Each of the Company and its Subsidiaries have reasonably investigated is in compliance in all harassment material respects with, and has not violated the terms and provisions of, the immigration Laws and has made available to Buyer prior to the Closing Date such employees’ Forms I-9 (Employment Eligibility Verification Forms) and all other records, documents or other discrimination papers which are retained with the Forms I-9 by the Company or unlawful retaliation allegations its Subsidiaries pursuant to the immigration Laws. Neither the Company nor its Subsidiaries have ever been the subject of which any inspection or investigation relating to its material compliance with or material violation of them the immigration Laws, nor has the Company or its Subsidiaries been warned, fined or otherwise penalized by reason of any failure to comply in all material respects with the immigration Laws, nor is aware and have provided detailed information related to each any such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are proceeding pending or, to the knowledge of the Company, threatened. Since Neither the January 1, 2017Company nor its Subsidiaries have been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of the federal Worker Adjustment and Retraining Notification Act or any similar state Law. Except as set forth on Schedule 2.20, neither the Company nor its Subsidiaries are party to nor bound by any of Contract or other agreement with any labor union representing their respective Subsidiaries has implemented any plant closing employees or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) yearscollective bargaining agreement and, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge knowledge of the Company, there are no current activities or former Company Service Provider is in any material respect in violation proceedings 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 labor union 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided organize any such non-written noticeemployees.

Labor Matters. (a) No Neither the Company Group Member is party to or bound by any CBA and no employee of nor any Company Group Member Subsidiary is represented by a party to, nor does the Company or any labor unionCompany Subsidiary have a duty to bargain for, other any collective bargaining agreement with a labor organization or works council with respect representing any of its employees and there are no labor organizations or works councils representing, purporting to their employment with any Company Group Member. There arerepresent or, and since the Lookback Date there have been, no pending, or to the Knowledge knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by seeking to represent any labor union, works council or other labor organization to organize any employees of the employees of Company or any Company Group MemberSubsidiary. To the knowledge of the Company, or (ii) material labor disputesthere has not been any strike, labor grievancesslowdown, labor arbitrationswork stoppage, unfair labor practice chargeslockout, strikes, lockoutsjob action, picketing, hand billinglabor dispute, slowdowns, concerted refusals to work overtimeunion organizing activity, or work stoppages against any threat thereof, or any similar activity or dispute, affecting the Company, any Company Group Member. (b) Except as set forth on Schedule 4.14(b)Subsidiary or any of their employees. There is not now pending, each Company Group Member isand, and since to the Lookback Date knowledge of the Company, no Person has beenthreatened to commence, in compliance in all respects with all applicable Laws regarding laborany such strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute or union organizing activity or any similar activity or dispute. There is no material claim or material grievance relating to any employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowingContract, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas)plant closing notification, disability rights employment statute or benefitsregulation, equal opportunityprivacy right, plant closures and layoffs (including the WARN Act), COVID-19, affirmative actionlabor dispute, workers’ compensationcompensation policy or long-term disability policy, safety, retaliation, immigration or discrimination matters involving any employee of the Company or any Company Subsidiary, including charges of unfair labor relationspractices or harassment complaints, employee leave issuesclaims or judicial or administrative proceedings, employee trainings and noticesin each case, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor threatened by or on behalf of any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee employees of the Company Group has made written allegations of sexual harassment against or any Company Service Provider, Subsidiary. The Company and none of the Company Group Members Subsidiaries are in compliance in all material respects with all applicable Legal Requirements, statutes, rules and regulations respecting employment and employment practices, terms and conditions of employment of employees, former employees and prospective employees, wages and hours, pay equity, discrimination in employment, wrongful discharge, collective bargaining, fair labor standards, occupational health and safety, personal rights or any other labor and employment-related matters. The Company and the Company Subsidiaries have entered into any settlement agreement related to sexual harassment, sexual assault, in all material respects properly classified all of their service providers as either employees or sexual misconduct by a Company Service Provider. (c) Except independent contractors and as would not, individually exempt or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such exempt for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Company Group Member Each of Parent and its Subsidiaries is party to or bound by any CBA and no employee of any Company Group Member is represented by any labor union, other labor organization or works council with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pending, or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) in material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding laborof the United States, or of any state or local government or any subdivision thereof or of any foreign government respecting employment and employment practices, including all Laws respecting terms and conditions of employment, health wages and safetyhours and occupational safety and health, employee classification (including the classification of independent contractors Immigration Reform and exempt Control Act, the Worker Adjustment Retraining and non-exempt employees)Notification Act, any Laws respecting employment discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas)sexual harassment, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19closure issues, affirmative action, workers’ compensation, employee benefits, severance payments, COBRA, labor relations, employee leave issues, employee trainings wage and noticeshour standards, occupational safety and health requirements and unemployment insuranceinsurance and related matters. The Company and Except as specifically identified on Section 4.13 of the Parent Disclosure Letter, neither Parent nor any of its Subsidiaries have reasonably investigated all harassment is a party to or other discrimination bound by any labor union or unlawful retaliation allegations of which any of them collective bargaining agreement. There is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are unfair labor practice charge pending or, to the knowledge of the CompanyParent’s Knowledge, threatened. Since the January 1, 2017, neither the Company nor any of their respective threatened which if determined adversely to Parent or its Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related reasonably be expected to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would nothave, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wagesa Parent Material Adverse Effect. To Parent’s Knowledge, salariesthere are no organizational campaigns, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, petitions or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current activities or former Company Service Provider is in any material respect in violation proceedings of any term labor union, workers’ council or labor organization (a) seeking recognition 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 a collective bargaining unit with respect to such Person’s right to be employed or engaged by any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting of the employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 Parent or any COVID-19 Measures. of its Subsidiaries or (fb) Since the Lookback Date, no Company Group Member has implemented compelling Parent or any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends its Subsidiaries to terminate his or her employment bargain with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such nonlabor union, works council or labor organization. There are no material strikes, slowdowns, walkouts, work stoppages or other labor-written noticerelated controversies pending or, to Parent’s Knowledge, threatened and neither Parent nor any of its Subsidiaries has experienced any such strike, slowdown, walkout, work stoppage or other labor-related controversy within the past three years.

Labor Matters. Except as set forth in Section 3.24 of the Company Disclosure Schedule, (a) No there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the Company’s Knowledge, threatened against the Company Group Member or any of its subsidiaries, and during the past three years there has not been any such action, (b) to the Company’s Knowledge, no union claims to represent the employees of the Company or any of its subsidiaries, (c) neither the Company nor any of its subsidiaries is a party to or bound by any CBA and no collective bargaining or similar Contract with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its subsidiaries, (d) none of the employees of the Company Group Member or any of its subsidiaries is represented by any labor unionorganization and the Company does not have any Knowledge of any current union organizing activities among the employees of the Company or any of its subsidiaries, nor does any question concerning representation exist concerning such employees, (e) the Company and its subsidiaries are, and have at all times been, in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, including all such Laws, regulations and orders relating to the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act and any similar state or local “mass layoff” or “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax; and the Company and its subsidiaries are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other labor organization applicable Law, (f) there has been no “mass layoff” or works council “plant closing” as defined by WARN with respect to their employment with any the Company Group Member. There areand its subsidiaries within the six (6) months prior to Closing, and since the Lookback Date (g) there have been, is no pending, or to the Knowledge of the Company’s Knowledge, threatened unfair labor practice charge or complaint against the Company or any of its subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (h) there is no grievance arising out of any collective bargaining agreement, (i) labor organizing activities no charges with respect to or representation relating to the Company or certification proceedings by any labor union, works council or other labor organization to organize any of its subsidiaries are pending before the employees Equal Employment Opportunity Commission or any other agency responsible for the prevention of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and unlawful employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2j) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries its subsidiaries has implemented received notice of the intent of any plant closing Governmental Authority responsible for the enforcement of labor or employee layoffs that would trigger notice obligations under employment Laws to conduct an investigation with respect to or relating to the WARN Act. In Company or any of its subsidiaries and no such investigation is in progress and (k) there are no material Claims pending or to the past two (2) years, no Company’s Knowledge threatened in any forum by or on behalf of any present or former employee of the Company Group has made written allegations or any of sexual harassment against its subsidiaries alleging breach of any Company Service Providerexpress or implied contract of employment, and none any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. To the Company’s Knowledge, as of the date of this Agreement, no executive officer or other key employee of the Company Group Members have entered into or any settlement agreement related of its subsidiaries is subject to sexual harassmentany noncompete, sexual assaultnonsolicitation, employment, consulting or sexual misconduct by a Company Service Provider. (c) Except as would notsimilar Contract relating to, individually affecting or in conflict with the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract present or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date proposed business activities of the Company Most Recent Balance Sheet or is currently contemplatedand its subsidiaries, planned or announced, including as a result of COVID-19 except agreements between the Company or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee subsidiary of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written noticeits present and former officers and employees.

Labor Matters. (a) No Company Group Member is party to or bound by any CBA and no employee of any Company Group Member is represented by any labor union, other labor organization or works council with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pending, or to To the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any all current employees of the employees Company or its Subsidiaries are currently eligible for employment as of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Memberthe date of this Agreement under applicable immigration Law. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since To the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge Knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective its Subsidiaries has implemented are delinquent in payments to any plant closing current or former employee layoffs that would trigger notice obligations under for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former employee or for any other amounts required to be reimbursed by the WARN ActCompany or any of its Subsidiaries to any current or former employee (including vacation, sick leave, other paid time off or severance pay). In As of the past two (2) yearsdate of this Agreement, no current employee of the Company Group or its Subsidiaries who is an officer, who is a party to a change of control agreement or who is a party to an employment agreement that contains any provisions regarding a change of control, has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related given notice (whether verbal or written) to sexual harassment, sexual assault, or sexual misconduct by a Company Service Providerterminate his/her employment. (c) Except as would notTo the Knowledge of the Company, individually or in the aggregate, reasonably be expected to result Company and its Subsidiaries are currently in material liability: (i) each Company Group Member has fully compliance with all applicable labor and timely paid all employment Laws, including those Laws relating to fair labor standards, wages and hours, payment of wages, salariesfamily and medical leave, wage premiumsemployment discrimination (including discrimination based upon sex, commissionspregnancy, bonusesmarital status, severance age, race, national origin, ethnicity, sexual orientation, disability, veteran status, religion or other classification protected by law or retaliation for exercise of rights under applicable law), equal employment opportunity and termination paymentsaffirmative action, feesimmigration, workplace safety, employee privacy, plant closings or mass layoffs, workers’ compensation and the collection and payment of all employment taxes and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposeswithholdings. (d) To the Knowledge of the Company, no current or former neither the Company Service Provider nor any of its Subsidiaries is in subject to any material respect in violation Order for the payment of any term of any employment agreementclaims, nondisclosure agreementdamages, common law nondisclosure obligationfines, fiduciary dutypenalties, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed amounts, however designated, for failure to comply with any Company Group Member; labor or (ii) owed to any third party with respect to such Person’s right to be employed or engaged by any Company Group Memberemployment Laws, which Order has not already been satisfied. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction Except as set forth in hours, salary or wages affecting employees of any Company Group Member has occurred since the date Section 3.15(e) of the Company Most Recent Balance Sheet Disclosure Schedule, neither the Company nor any of its Subsidiaries are now a signatory to any collective bargaining agreements, works council agreements, neutrality or recognition agreements with any labor organization. With respect to current employees of the Company or its Subsidiaries in the United States, (i) none of the current employees of the Company or its Subsidiaries has ever been or is currently contemplatednow represented by a labor organization, planned which was either certified by a Governmental Entity or announcedvoluntarily recognized, including as a result of COVID-19 with respect to employment by the Company or any COVID-19 Measuresof its Subsidiaries; (ii) in the last twelve (12) months, neither the Company nor any of its Subsidiaries have conducted negotiations with respect to any future Contract with or commitment to any labor union or association; (iii) no material claims, charges, administrative proceedings, or formal complaints for unfair labor practices or material violations of labor Laws are pending against the Company or any of its Subsidiaries; and (iv) there are no material grievances or arbitration proceedings against the Company or any of its Subsidiaries pending under any collective bargaining agreement or other labor agreement. Except as set forth in Section 3.15(e) of the Company Disclosure Schedule, with respect to current employees of the Company or its Subsidiaries outside of the United States, to the Company’s Knowledge, (A) none of the current employees of the Company or its Subsidiaries has ever been or is now represented by a labor organization, which was either certified by a Governmental Entity or voluntarily recognized, with respect to employment by the Company or any of its Subsidiaries; (B) in the last twelve (12) months, neither the Company nor any of its Subsidiaries have conducted negotiations with respect to any future Contract with or commitment to any labor union or association; (C) no claims, charges, administrative proceedings, or formal complaints for unfair labor practices or material violations of labor Laws are pending against the Company or any of its Subsidiaries; and (D) there are no grievances or arbitration proceedings against the Company or any of its Subsidiaries pending under any collective bargaining agreement or other labor agreement. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to To the Knowledge of the Company, (i) there is currently no strike, slowdown, sitdown, work stoppage, material interruption of work, picketing, handbilling, corporate campaign or other concerted labor dispute pending or threatened at any facility of the Company or any of its Subsidiaries; (ii) no such Key Employee facility has provided experienced any such nonstrike, slowdown, sitdown, work stoppage, material interruption of work, picketing, handbilling, corporate campaign or other concerted labor dispute in the last five (5) years; (iii) no labor organization or group of current employees of the Company or its Subsidiaries has made a pending demand for recognition or filed a petition for recognition or representation rights with any Governmental Entity with respect to employment by the Company or any of its Subsidiaries; and (iv) there is no current effort by any labor organization to organize any current employees of the Company or any of its Subsidiaries. (g) Except as set forth in Section 3.15(g) of the Company Disclosure Schedule, for the past five (5) years, neither the Company nor any Subsidiary has taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States. (h) To the Company’s Knowledge, except as set forth in Section 3.15(h) of the Company Disclosure Schedule, for the past two (2) years, neither the Company nor any Subsidiary has taken any action that resulted in (or will result in) the termination of employment of 50 or more employees or more than ten percent of the employees in any country outside of the United States during any ninety-written noticeday period.

Labor Matters. (a) No Company Group Member Neither EchoStar nor any EchoStar Subsidiary is a party to, nor does EchoStar or any EchoStar Subsidiary have a duty to or bound by bargain for, any CBA and no employee of any Company Group Member is represented by any labor union, other collective bargaining agreement with a labor organization or works council with respect representing any of its employees and there are no labor organizations or works councils representing, purporting to their employment with any Company Group Member. There arerepresent or, and since the Lookback Date there have been, no pending, or to the Knowledge knowledge of the CompanyEchoStar, threatened (i) labor organizing activities or representation or certification proceedings by seeking to represent any labor union, works council or other labor organization to organize any of the employees of EchoStar or any Company Group MemberEchoStar Subsidiary. To the knowledge of EchoStar, or (ii) material labor disputesthere has not been any strike, labor grievancesslowdown, labor arbitrationswork stoppage, unfair labor practice chargeslockout, strikes, lockoutsjob action, picketing, hand billinglabor dispute, slowdowns, concerted refusals to work overtimeunion organizing activity, or any threat thereof, or any similar activity or dispute, affecting EchoStar, any EchoStar Subsidiary or any of their employees. There is not now pending, and, to the knowledge of EchoStar, no Person has threatened to commence, any such strike, slowdown, work stoppages against stoppage, lockout, job action, picketing, labor dispute or affecting union organizing activity or any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, similar activity or dispute. There is no material claim or material grievance relating to any employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowingContract, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas)plant closing notification, disability rights employment statute or benefitsregulation, equal opportunityprivacy right, plant closures and layoffs (including the WARN Act), COVID-19, affirmative actionlabor dispute, workers’ compensationcompensation policy or long-term disability policy, safety, retaliation, immigration or discrimination matters involving any employee of EchoStar or any EchoStar Subsidiary, including charges of unfair labor relationspractices or harassment complaints, employee leave issuesclaims or judicial or administrative proceedings, employee trainings and noticesin each case, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of EchoStar, threatened by or on behalf of any employees of EchoStar or any EchoStar Subsidiary. EchoStar and the CompanyEchoStar Subsidiaries are in compliance in all material respects with all applicable Legal Requirements, threatenedstatutes, rules and regulations respecting employment and employment practices, terms and conditions of employment of employees, former employees and prospective employees, wages and hours, pay equity, discrimination in employment, wrongful discharge, collective bargaining, fair labor standards, occupational health and safety, personal rights or any other labor and employment-related matters. Since EchoStar and the January 1, 2017, neither the Company nor any EchoStar Subsidiaries have in all material respects properly classified all of their respective Subsidiaries has implemented any plant closing service providers as either employees or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, independent contractors and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, as exempt or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such exempt for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Company Group Member is party to or bound by any CBA Cyclone and no employee of any Company Group Member is represented by any labor union, other labor organization or works council with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pending, or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, Cyclone Subsidiaries are in compliance in all respects with all applicable Laws regarding laborof the United States, or of any state or local government or any subdivision thereof or of any foreign government respecting employment and employment practices, including all Laws respecting terms and conditions of employment, health wages and safetyhours and occupational safety and health, employee classification (including but not limited to the classification of independent contractors Immigration Reform and exempt Control Act, the Worker Adjustment Retraining and non-exempt employees)Notification Act, any Laws respecting employment discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas)sexual harassment, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19closure issues, affirmative action, workers’ ' compensation, labor relations, employee leave issues, employee trainings wage and noticeshour standards, occupational safety and health requirements and unemployment insurance. The Company insurance and its Subsidiaries have related matters, except where any such failure to be in compliance has not had, or would not reasonably investigated all harassment be expected to have, individually or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential meritaggregate, each Company Group Member has taken prompt corrective action and a Cyclone Material Adverse Effect. (b) There is no such investigations or allegations are unfair labor practice charge pending or, to the knowledge of Cyclone, threatened which if determined adversely to Cyclone or any of its Subsidiaries would reasonably be expected to have a Cyclone Material Adverse Effect. Neither Cyclone nor any Cyclone Subsidiary is subject to a pending or, to the Companyknowledge of Cyclone, threatened. Since the January 1, 2017labor dispute, neither the Company nor any of their respective Subsidiaries strike, slowdown, walkout or work stoppage, except as has implemented any plant closing or employee layoffs that not had and would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related not reasonably be expected to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would nothave, individually or in the aggregate, a Cyclone Material Adverse Effect, nor has Cyclone or any of its Subsidiaries experienced any such labor dispute, strike, slowdown, walkout or work stoppage in the past three (3) years. Other than the agreements with labor organizations Cyclone is a party to as of the date hereof, to the knowledge of Cyclone, there are no organizational campaigns, petitions or other activities or proceedings of any labor union, workers' council or labor organization seeking recognition of a collective bargaining unit with respect to, or otherwise attempting to represent, any of the employees of Cyclone or any of its Subsidiaries or to compel Cyclone or any of its Subsidiaries to bargain with any such labor union, works council or labor organization presently being made or threatened, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened involving employees of Cyclone or any of its Subsidiaries, except for those the formation of which has not had and would not reasonably be expected to result have, individually or in material liability: the aggregate, a Cyclone Material Adverse Effect. (ic) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to The transactions contemplated by this Agreement will not require the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providingconsent of, or since advance notification to, any works councils, unions or similar labor organizations with respect to employees of Cyclone or any of its Subsidiaries, except for where the Lookback Datefailure to obtain any such consent or make any such advance notifications has not had and would not reasonably be expected to have, has providedindividually or in the aggregate, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposesa Cyclone Material Adverse Effect. (d) To Except as would not reasonably be expected to have, individually or in the Knowledge of the Companyaggregate, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement DateCyclone Material Adverse Effect, the Company has not received written notice that any Key Employee businesses of the Company intends to terminate his or her employment Cyclone and each Cyclone Subsidiary are being conducted in compliance with the Company prior all applicable Laws pertaining to the one year anniversary privacy, data protection and information security of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written noticeemployee information.

Labor Matters. (a) No Except as set forth on Section 4.13(a) of the Company Group Member Disclosure Schedule, (i) neither the Company nor any Subsidiary of the Company is a party to or bound by any CBA collective bargaining agreement or other Contract with a union, works council, labor organization, or other employee representative (each, a “Labor Agreement”) and there are no employee of any Company Group Member is represented by Labor Agreements or similar agreements with any labor union, other works council, labor organization or works council with respect employee association, applicable to their employment with employees of the Company or any Subsidiary of the Company, and (ii) to knowledge of the Company, there is, and in the past three (3) years there has been, no union organizing effort pending or threatened against the Company Group Memberor any Subsidiary of the Company. There are, and since in the Lookback Date past three (3) years there have been, no pendingexisting or, or to the Knowledge knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing, slowdowns, concerted refusals to work overtime, billing or work stoppages other material labor disputes against or affecting the Company or any Subsidiary of the Company. There is, and in the past three (3) years there has been, no material unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to any current or former employees of the Company Group Memberor any Subsidiary of the Company. (b) Except as set forth on Schedule 4.14(b)would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each Company Group Member isof its Subsidiaries are, and since for the Lookback Date has past three (3) years have been, in compliance in all respects with all applicable Laws regarding with respect to labor, employment employment, and employment practices, including all Laws respecting terms and conditions of employment, health wages and safety, employee classification hours (including the classification of independent contractors and exempt and non-exempt employees), discriminationunfair labor practices, harassment or retaliation, whistleblowing, wages health and hourssafety, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), employment discrimination, harassment, retaliation, restrictive covenants, pay transparency, 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 (“WARN Act”), COVID-19, affirmative action), workers’ compensation, labor relations, employee leave issues, employee trainings and notices, affirmative action and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: have a Company Material Adverse Effect, (i) the Company and each Company Group Member has of its Subsidiaries have fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, fees and other compensation that have come due and payable to the their current or former employees and former Company Service Providers, independent contractors under applicable LawLaws, Contract or Company Group company policy, ; and (ii) each individual who is providing, providing or since within the Lookback Date, past three (3) years has provided, provided services to any the Company Group Member since January 1, 2017, and is, each of its Subsidiaries and is or was, was classified and treated as an independent contractor, consultant, leased employee, employee or other non-employee service provider, is, is and has been, been properly classified and treated as such for all applicable purposes. (d) To Except as would not, individually or in the Knowledge aggregate, reasonably be expected to result in material liability for the Company or any Subsidiary of the Company, no current or former the Company Service Provider is in any material respect in violation and each of any term of any employment agreementits Subsidiaries has investigated all sexual harassment, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed harassment, discrimination, retaliation or policy violation allegations against any officers, directors or employees of the Company or any Subsidiary of the Company that have been formally reported to the Company or any Subsidiary of the Company Group Member; or (ii) owed to of which any third party of them is otherwise aware and, with respect to each such Person’s right allegation with potential merit, the Company or the applicable Subsidiary of the Company has taken corrective action to be employed seek to prevent further improper action. To the knowledge of the Company, there are no such allegations of harassment or engaged by discrimination, that, if known to the public, would bring the Company or any Subsidiary of the Company Group Memberinto material disrepute. (e) No material employee layoffNotwithstanding anything to the contrary contained elsewhere in this Agreement, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since this Section 4.13 contains the date sole and exclusive representations and warranties of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measuresand the Manager with respect to labor matters. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Except as set forth on Schedule 3.22(a) of the Company Group Member Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement, labor union contract applicable to its employees or bound by any CBA and no employee of any Company Group Member is represented by similar agreement or work rules or practices with any labor union, other works council, labor organization or employee association applicable to employees of the Company or any of its Subsidiaries nor does the Company have Knowledge of any activities or proceedings of any labor union, works council council, labor organization or employee association to organize any such employees. (b) There are no strikes or lockouts pending with respect to their employment with any employees of the Company Group Member. There areor any of its Subsidiaries, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries, there is no, and since the Lookback Date there December 31, 2018 have beenbeen no, no pendingmaterial unfair labor practice, labor dispute (other than routine individual grievances), or material labor arbitration proceeding pending or, to the Knowledge of the Company, threatened, with respect to the employees of the Company or any of its Subsidiaries, and there is no slowdown or work stoppage in effect or, to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization with respect to organize any of the employees of any the Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Providerits Subsidiaries. (c) Except as would not, individually or in the aggregate, reasonably not be expected to result in material liability: (i) each liability to the Company, neither the Company Group Member has fully and timely paid all or any of its Subsidiaries is delinquent in payment to any of its current or former employees, officers, directors or other individual service providers for any wages, fees, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee direct compensation for service providerperformed by them or amounts required to be reimbursed to such employees, isofficers, and has been, properly classified and treated as directors or other individual service providers or in payments owed upon any termination of such for all applicable purposesperson’s employment or service. (d) To Each of the Company and its Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, the classification of employees, wages, overtime, hours, collective bargaining, unlawful discrimination, civil rights, safety and health, workers’ compensation and terms and conditions of employment. There are no material charges with respect to or relating to either of the Company or its Subsidiaries pending or, to the Knowledge of the Company, threatened before the Equal Employment Opportunity Commission or any national, federal, state or local agency, domestic or foreign, responsible for the prevention of unlawful employment practices. Neither the Company nor any of its Subsidiaries has received any written notice from any national, federal, state or local agency, domestic or foreign, responsible for the enforcement of labor or employment laws of an intention to conduct an investigation of either of the Company or its Subsidiaries and, to the Knowledge of the Company, no such investigation is in progress. (e) Since December 31, 2020, neither the Company nor any of its Subsidiaries has incurred any material liability or obligations with respect to any “mass layoff” or “plant closing” as defined by, and pursuant to, the Worker Adjustment and Retraining Notification Act or any similar U.S. state or local or non-U.S. “plant closing” law (“WARN”) with respect to the current or former employees of the Company or its Subsidiaries. (f) Each current and former employee, officer and other individual service provider of the Company who has created intellectual property has executed a proprietary information and inventions agreement or similar agreement, and, to the Knowledge of the Company, no current or former Company Service Provider is in any material respect employees, officers or other individual service providers are or were, as the case may be, 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Actthereof. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to To the Knowledge of the Company, since January 1, 2018, except as would not be expected to result in material liability to the Company, (i) no allegations of sexual harassment or sexual misconduct have been made against any director, officer or other managerial employee of the Company, and (ii) the Company has not entered into any settlement agreement related to allegations of sexual harassment or sexual misconduct by any employee, officer, director or other individual service provider of the Company. (h) Except as would not be expected to result in material liability for the Company, all independent contractors of the Company and its Subsidiaries (and any other independent contractor who previously rendered services for the Company or its Subsidiaries, at any time) have been, and currently are, properly classified and treated by the Company and its Subsidiaries, as applicable, as independent contractors and not as employees. Except as would not be material, a such Key Employee has provided any such independent contractors have in the past been, and continue to be, properly and appropriately treated as non-written noticeemployees for all international, U.S. federal, state, and local Tax purposes. The Company and its Subsidiaries have fully and accurately reported their independent contractors’ compensation on IRS Forms 1099 (or otherwise in accordance with applicable Law) when required to do so, and the Company and its Subsidiaries do not have, nor have they ever had, any liability to provide benefits with respect to their independent contractors under the Company Benefit Plans or otherwise. At no time within the preceding two years has any independent contractor brought a material claim against the Company or its Subsidiaries challenging his or her status as an independent contractor or made a claim for additional compensation or any benefits under any Company Benefit Plan or otherwise.

Labor Matters. (a) No Company Group Member Neither the Parent nor any of its Subsidiaries is or has been since the Parent Applicable Date a party to or bound by any CBA Labor Agreement with, and no employee of any Company Group Member the Parent or its Subsidiaries is represented by by, any labor union, works council, or other labor organization. There is no pending or, to the knowledge of Parent, threatened union representation petition involving employees of Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has knowledge of any activity of any labor organization or employee group to organize any such employees since the Parent Applicable Date. Parent and its Subsidiaries have no notice or consultation obligations to any labor union, labor organization or works council in connection with respect the execution of this Agreement or consummation of the Transactions. (b) There is, and since the Parent Applicable Date has been, no strike, organized labor slowdown, concerted work stoppage, lockout, picketing, hand-billing, or other material labor dispute pending, or, to their employment with the knowledge of Parent, threatened, against or involving Parent or any Company Group Member. There of its Subsidiaries. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries are, and since the Lookback Parent Applicable Date there have been, no pending, or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding respecting labor, employment and employment practicespractices including, including without limitation, all such Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees worker classification, discrimination, retaliation, harassment, workers’ compensation, immigration, recordkeeping, family and the proper confirmation of employee visas)medical leave and occupational safety, COVID-19, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensationemployee trainings and notices, labor relations, employee leave issues, employee trainings and noticesaffirmative action, Office of Federal Contract Compliance Programs regulations, child labor, unemployment insurance, and unemployment insurance. The Company health requirements, and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and there are no such investigations or allegations are Proceedings pending or, to the knowledge of Parent, threatened against Parent or any of its Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or individual classified as an independent contractor or any class of the Companyforegoing, threatenedrelating to any of the foregoing applicable Laws, or alleging breach of any express or implied Contract of employment. Since the January 1, 2017Parent Applicable Date, neither the Company Parent nor any of their respective its Subsidiaries has implemented received any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none intent of the Company Group Members have entered into Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any settlement agreement related other Governmental Entity responsible for the enforcement of labor or employment Laws to sexual harassment, sexual assault, conduct an investigation with respect to Parent or sexual misconduct by a Company Service Provider. (c) Except as any of its Subsidiaries which would notreasonably be expected to have, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposesa Parent Material Adverse Effect. (d) To Since the Knowledge Parent Applicable Date, Parent and its Subsidiaries have promptly investigated all sexual harassment, or other discrimination, retaliation, or policy violation allegations of which Parent has knowledge. With respect to any such allegation with potential merit, Parent and its Subsidiaries have taken prompt corrective action that Parent (or the CompanySubsidiary at issue, no current or former Company Service Provider is in as applicable) determined was reasonably calculated to prevent further improper action. Parent and its Subsidiaries do not reasonably expect 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 liabilities with respect to any such Person’s right allegations and do not have any knowledge of any allegations relating to be employed or engaged by any Company Group Member. (e) No material employee layoffofficers, facility closure or shutdown (whether voluntary or by Governmental Order)directors, reduction-in-forceemployees, furlough, temporary layoff, material work schedule changecontractors, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date agents of the Company Most Recent Balance Sheet or is currently contemplatedand its Subsidiaries that, planned or announcedif known to the public, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, bring the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written noticeits Subsidiaries into material disrepute.

Labor Matters. (a) No Company Group Member is party Seller has made available to or bound by any CBA Buyer a complete and no employee of any Company Group Member is represented by any labor union, other labor organization or works council with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pending, or to the Knowledge accurate list of the following information for each employee and officer of each Group Company, threatened including each employee on leave of absence or layoff status: employer; name; job title; primary work location; date of hiring or engagement; and current compensation (i) labor organizing activities including, as applicable, base salary, bonus, car allowance, company provided vehicle and all other forms of direct or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Memberindirect compensation). (b) Except as set forth on Schedule 4.14(b), each Each Group Company Group Member is, and since the Lookback Date has been, is in compliance in all material respects with all applicable Laws regarding relating to labor, employment and employment practices, including all Laws respecting terms those laws governing employee classification, wage and conditions hour, wage payment and compensation, employee benefits, leaves of employmentabsence, non-discrimination, anti-harassment, anti-retaliation, whistle-blowing, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insuranceimmigration. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations available to Buyer accurate and complete copies of sexual harassment against any Company Service Providerall employee manuals and handbooks, and none applicable to current employees of the Company each Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service ProviderCompany. (c) Except as would notset forth on Schedule 3.13(c), individually (a) no Group Company has entered into or is otherwise subject to any collective bargaining agreement or other labor Contract with respect to its employees, nor is any such Contract being negotiated by or on behalf of any Group Company or its employees, (b) there is no material labor strike, labor dispute, picketing, or work stoppage or lockout pending or, to the Company’s Knowledge, threatened against or affecting any Group Company, (c) to the Company’s Knowledge, no union organization campaign and no application or petition for an election of or for certification of a collective bargaining agent is pending or in the aggregateprogress with respect to any employees of any Group Company, reasonably be expected nor is any employee of any Group Company represented by a union or labor organization or subject to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policya collective bargaining agreement, and (iid) each individual who there is providingno material unfair labor practice, charge, grievance, arbitration or since complaint pending or, to the Lookback DateCompany’s Knowledge, has providedthreatened against any Group Company, services to including any Company Group Member since January 1, 2017, and is, charge or was, classified and treated as an independent contractor, consultant, leased employee, complaint filed with the National Labor Relations Board or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposesany comparable Governmental Entity. (d) To No Group Company has engaged in any location closing or employee layoff activities during the Knowledge three (3) year period prior to the date hereof that would violate or in any way implicate the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation. Except as set forth on Schedule 3.13(d), there has been no charge of discrimination, harassment, retaliation, and/or other wrongdoing filed against or, to the Company’s Knowledge, threatened against any Group Company with the Equal Employment Opportunity Commission or similar state or local Governmental Entity during the last twelve (12) months. Except as disclosed in Schedule 3.13(d), no current Proceedings are pending or, to the Company’s Knowledge, threatened with respect to employment or labor Laws and the employment of any employee or former employee by any Group Company. Except as set forth on Schedule 3.13(d), there are no outstanding government Orders or settlements to which any Group Company Service Provider 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 a party with respect to such Person’s right to be employed its employees or engaged by any Company Group Memberformer employees. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No The Company Group Member is not a party to or bound by any CBA and no employee of any Company Group Member is represented by collective bargaining or similar agreement with any labor union, other labor organization or works council with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pending, or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtimeorganization, or work stoppages rules or practices agreed to with any labor organization. No union or labor organization claims to represent the Company's employees and Sellers have no knowledge of any current union organizing activities among the Company's employees. There is no labor strike, dispute, slowdown, stoppage or lockout actually pending or, to Sellers' knowledge, threatened against or directly affecting any Company Group Memberthe Company. (b) Except as set forth on Schedule 4.14(b), each The Company Group Member is, and since the Lookback Date has been, is in compliance in all respects with all applicable Laws regarding labor, laws respecting employment and employment practices, including all Laws respecting terms and conditions of employment, health wages and safetyhours of work and occupational safety and health, employee classification (including the classification of independent contractors and exempt and non-exempt employees)including, without limitation, laws respecting employment discrimination, harassment except, in each case, for such failures to be in compliance or retaliationsuch violations that, whistleblowingalone or in the aggregate, wages have not had and hoursare not reasonably likely to have a Material Adverse Effect. Except as set forth in Section 2.17 of the Disclosure Schedule, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas)there are no claims, disability rights or benefitsactions, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment suits or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are proceedings pending or, to the knowledge of the CompanySellers, threatened. Since the January 1, 2017, neither threatened against the Company nor by or on behalf of any of their respective Subsidiaries has implemented any plant closing present or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no former employee of the Company Group alleging breach of any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. The Company has made written allegations not received any notice of sexual harassment against the intent of any Company Service Provider, and none Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Providerand no such investigation is in progress. (c) Except as would not, individually or The Company is not delinquent in the aggregate, reasonably be expected payments to result in material liability: (i) each Company Group Member has fully and timely paid all any employees for any wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and bonuses or other direct compensation that have come due and payable for any services performed by them to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposesdate hereof. (d) To The Company has on file a valid Form I 9 for each employee hired by the Knowledge Company or any predecessor of the CompanyCompany on or after November 7, no current or former 1986 and for each employee where employment terminated after July 1, 1998. Except as set forth on Section 2.17 of the Disclosure Schedule, all employees of the Company Service Provider is employed 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: the U.S. are (i) owed to any Company Group Member; United States citizens, or lawful permanent residents of the United States, (ii) owed to any third party with respect to such Person’s aliens whose right to be work in the United States is unrestricted, (iii) aliens who have valid, unexpired work authorization issued by the Attorney General of the United States (Immigration and Naturalization Service) or (iv) aliens who have been continually employed by the Company since November 6, 1986 or engaged by any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the applicable date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including hire. Except as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As set forth on Section 2.17 of the Original Agreement DateDisclosure Schedule, the Company has not received written notice that been the subject of an immigration compliance or employment visit from, nor has the Company been assessed any Key Employee fine or penalty by, or been the subject of any order or directive of, the United States Department of Labor or the Attorney General of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing United States (Immigration and to the Knowledge of the Company, no such Key Employee has provided any such non-written noticeNaturalization Service).

Labor Matters. (a) No Section 3.17 of the Company Group Member Disclosure Letter contains a list as of the date of this Agreement of all employees of the Company and each of its Subsidiaries whose annual rate of base compensation exceeds $175,000 per year, along with the position, the annual rate of base compensation and annual bonus opportunity, of each such person. Neither the Company nor any of its Subsidiaries is the subject of or, to the Company’s Knowledge, is threatened to be the subject of, any charge, claim, complaint or proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor union or labor organization that would have a Company Material Adverse Effect. There are no pending or, to the Company’s Knowledge, threatened labor strikes, disputes, walkouts, work stoppages, slow-downs or lockouts involving the Company or any of its Subsidiaries that would have Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or bound by any CBA collective bargaining agreement or labor union contract and no employee employees of the Company or any Company Group Member is of its Subsidiaries are represented by any labor union, other labor union or organization or works council with respect to their employment with any council. The Company Group Member. There are, and since the Lookback Date there have been, no pending, or to the Knowledge each of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, its Subsidiaries are in compliance in all respects with all applicable Laws regarding labor, employment relating to labor and employment practicesemployment, including all but not limited to Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), relating to discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensationdisability, labor relations, employee leave issueshours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee trainings scheduling, occupational safety and noticeshealth, family and medical leave, employment and reemployment of members of the uniformed services and employee terminations, except for such failures to comply that would not have a Company Material Adverse Effect. Except as would not have a Company Material Adverse Effect, no individual who has performed services for the Company or any of its Subsidiaries has been improperly excluded from participation in any Company Employee Plan, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective its Subsidiaries has implemented any plant closing direct or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) yearsindirect liability, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Providerwhether actual or contingent, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services with respect to any Company Group Member since January 1, 2017, and is, or was, classified and treated misclassification of any person as an independent contractor, consultant, leased contractor rather than as an employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule changeleased from another employer, or material reduction in hours, salary or wages affecting employees with respect to any misclassification of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including an employee as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such exempt versus non-written noticeexempt.

Labor Matters. (a) No Section 3.19 of the Company Group Member Disclosure Letter sets forth each Labor Agreement to which the Company or any of its Subsidiaries is a party to or bound by as of the date of this Agreement. No employees of the Company or any CBA and no employee of any Company Group Member is its Subsidiaries are represented by any a labor union, works council, or other labor organization or works council with respect to their employment with the Company or any of its Subsidiaries. To the Knowledge of the Company Group Member. There there are, and since in the Lookback Date past two years there have been, no pendingpending or threatened proceedings or campaigns of any labor union, works council, or other labor organization or group of employees to organize any employees of the Company or any of its Subsidiaries. There is, and in the past two years there has been, no strike, lockout, slowdown, work stoppage, picketing, handbilling, material labor grievance, labor arbitration, unfair labor practice charge, or other material labor dispute against or affecting the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened (i) labor organizing activities against the Company or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Memberits Subsidiaries. (b) Except as set forth on Schedule 4.14(b), each The Company Group Member isand its Subsidiaries are, and since for the Lookback Date has past three years have been, in compliance in all material respects with all applicable Laws regarding pertaining to labor, employment employment, and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration, harassment, discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and mass layoffs (including the WARN Act), COVID-19, affirmative actionemployee trainings and notices, workers’ compensation, labor relations, employee leave issues, employee trainings and noticesCOVID-19, affirmative action and unemployment insurance. . (c) The Company and its Subsidiaries have reasonably investigated all sexual harassment or other discrimination or unlawful retaliation allegations against any current or former director, officer, or employee of the Company or its Subsidiaries of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data roomaware. With respect to each such allegations allegation with potential meritmerit of which the Company is aware, each the Company Group Member has and its Subsidiaries have taken prompt corrective action that is reasonably calculated to prevent further sexual harassment or other discrimination or retaliation. The Company and no its Subsidiaries do not reasonably expect any material liabilities with respect to any such investigations sexual harassment or discrimination or retaliation allegations and are pending ornot aware of any sexual harassment or discrimination allegations against any current officer, to the knowledge of the Companydirector, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations or any of sexual harassment against any Company Service Providerits Subsidiaries, and none of that, if known to the public, would bring the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measuresof its Subsidiaries into material disrepute. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Company Group Member is party Prior to the date hereof, Seller has delivered to Purchaser a true, correct and complete list, of the names, positions, locations, dates of hire and compensation of all Employees (including those on leave of absence to layoff status) and the names and current compensation levels of all consultants or bound independent contractors who provide services to the Business. To the knowledge of Seller, each consultant and independent contractor qualifies as such under Applicable Law. To the extent required by any CBA and no employee Law, all Employees of any Company Group Member is represented by any labor union, other labor organization or works council with respect to their employment with any Company Group Member. There areUSP have completed, and since USP has retained for each such employee, a Form I-9 (Employment Eligibility Verification) and all appropriate supporting documentation for each employee. USP does not have any employees for whom it currently has petitions or applications for immigration benefits pending with the Lookback Date there have been, no pending, U.S. Citizenship and Immigration Services or the United States Department of Labor. Neither USP nor Renown has made any representations to the Knowledge of the Company, threatened (i) labor organizing activities any person concerning any sponsorship for temporary or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Memberpermanent immigration status. (b) Except Neither USP nor Renown is a party to any collective bargaining agreement or union contract recognizing any labor organization as set forth on Schedule 4.14(b)the bargaining agent of any Employees. To the knowledge of the Seller, each Company Group Member isthere is no union organization activity involving any of the Employees, pending or threatened. Each of USP, Renown and since the Lookback Date has been, conduct of the Business are in compliance in all respects with all applicable Laws regarding relating to the employment of labor, employment and including all such Laws relating to employment practices, including all Laws respecting terms and conditions of employment, health and safetyequal employment opportunity, employee classification (including the classification of independent contractors and exempt and non-exempt employees)nondiscrimination, discriminationimmigration, harassment or retaliationwages, whistleblowing, wages and hours, immigration (including classifications, benefits and collective bargaining, the completion payment of Forms I-9 for all U.S. employees social security and the proper confirmation of employee visas)similar Taxes and occupational safety and health, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings Act and notices, and unemployment insuranceany similar state or local “mass layoff” or “plant closing” Law. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member There has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.been no

Labor Matters. (a) No (i) There is no Unfair Labor Practice (as defined in the National Labor Relations Act) complaint, or any similar complaint or claim in any jurisdiction, against the Company Group Member or any of its Subsidiaries pending or, the Company’s knowledge, threatened before the National Labor Relations Board or other Governmental Entity, including but not limited to the Department of Labor and its bureaus, divisions and offices; (ii) there is party no strike or material labor dispute pending or, to the Company’s knowledge, threatened against the Company or bound by any CBA of its Subsidiaries, and no employee strike or material labor dispute has occurred within the last three years; (iii) no employees of the Company or its Subsidiaries are represented by a works council or a trade union and/or are covered by the terms of any Company Group Member is represented by agreement or arrangement with any labor union, other labor organization or works council or trade union; and (iv) no union organizing activities are taking place with respect to their employment with any the Business. (b) The Company Group Member. There and its Subsidiaries are, and since have been during the Lookback Date there have beenpast periods covered by the applicable statutes of limitation, in compliance in all material respects with all applicable Laws relating to labor and employment matters, including, but not limited to, equal opportunity, discrimination, disability, affirmative action, labor relations, hours of work, overtime, vacation, payment of wages, immigration, workers compensation, worker health and safety, worker classifications, family and medical leaves, plant closings and employee terminations, and no claim, investigation or audit has been asserted during the past five (5) years or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries. During the past five (5) years, no pendingallegations of sexual harassment have been made against any director, manager, officer, or to the Knowledge employee of the Company, threatened nor has the Company entered into any settlement agreement related to allegations of sexual harassment or sexual misconduct by any such director, manager, officer, or employee. (c) Schedule 4.12(c) of the Company Disclosure Schedules sets forth the name of each employee of the Company and its Subsidiaries, together with the employee’s position, location, start date, annual or hourly rate of pay, status as exempt or non-exempt under applicable Law, visa status, balance of accrued and unused paid time off, and bonus or other incentive opportunity. (d) Schedule 4.12(d) of the Company Disclosure Schedules sets forth (i) labor organizing activities all former employees of the Company or representation or certification proceedings by any labor union, works council or other labor organization to organize any of its Subsidiaries who were involuntarily terminated by the employees Company or any of any Company Group Memberits Subsidiaries in the last 12 months, or including their name, position and reason for termination; (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, all open workers compensation claims against the Company or work stoppages any of its Subsidiaries; and (iii) all open unemployment insurance claims against the Company or affecting any Company Group Memberof its Subsidiaries. (be) Each employment agreement and/or offer letter involving aggregate consideration in excess of $100,000 is set forth on Schedule 4.12(e) of the Company Disclosure Schedules. Except as set forth on Schedule 4.12(e) of the Company Disclosure Schedules, the employment of each of the current employees is terminable by the Company or its Subsidiaries at will, and the Company and each of its Subsidiaries has no obligation to provide any particular form or period of notice prior to terminating the employment of any of its current employees except as required under the applicable employment agreement. Except as set forth on Schedule 4.12(e) of the Company Disclosure Schedules, no employee, consultant or independent contractor of the Company or any of its Subsidiaries is located in a jurisdiction outside of the United States. (f) Except as set forth on Schedule 4.14(b)4.12(f) of the Company Disclosure Schedule, each individual that is substantially engaged in the Business is an employee of the Company Group Member isor its Subsidiaries, including, but not limited to, for income and since employment tax and employee benefit eligibility purposes. During the Lookback Date has beenpast five (5) years, all individuals that have been classified or treated by the Company as independent contractors for federal income and/or employment tax purposes have been so classified or treated in all material respects in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insuranceLaw. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither Neither the Company nor any of their respective its Subsidiaries has implemented have any plant closing liability as a co-employer or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 otherwise with respect to such any Person employed by another Person’s right to be employed or engaged by any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As Czech Subsidiary has no employees. None of the Original Agreement Date, Czech Contractors carries out and has carried out dependent activities (in Czech závislá činnost) for the Company has Czech Subsidiary. Relationship between the Czech Subsidiary and any Czech Contractor may not received written notice that any Key Employee of the Company intends to terminate his or her be considered a deemed employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written noticerelationship under applicable Law.

Labor Matters. (a) No Company Group Member is Rook and its Subsidiaries are not party to to, nor bound by, any collective bargaining agreement, works council agreement or bound by any CBA and labor-related Contract (a “CBA”), no employee of Rook or any Company Group Member of its Subsidiaries is represented covered by any an effective or pending CBA, and no labor union, other labor organization works council, labor-related organization, or works council with respect to their employment with any Company Group Member. There aregroup of employees has made a demand for recognition or certification, and since the Lookback Date there have been, are no pending, or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by presently pending or threatened to be brought or filed with any labor unionrelations tribunal or authority. There are no strikes, works council slowdowns, walkouts or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikeswork stoppages, lockouts, picketingmaterial arbitrations, hand billing, slowdowns, concerted refusals to work overtime, material grievances or work stoppages other material labor-related disputes against or affecting Rook or any Company Group Memberof its Subsidiaries, and, since January 1, 2015, neither Rook nor any of its Subsidiaries has experienced or been affected by any strike, slowdown, walkout or other work stoppage, lockout, material arbitration, material grievance, or other material labor- related dispute. To the knowledge of Rook, since January 1, 2015, there have been no labor organizing activities with respect to any employees of Rook or its Subsidiaries. Neither Rook nor any of its Subsidiaries is a party to or otherwise bound by, any material consent decree with any Governmental Entity relating to employees or employment practices. (b) Except as set forth on Schedule 4.14(b)would not reasonably be expected to have, each Company Group Member isindividually or in the aggregate, a Rook Material Adverse Effect, Rook and since the Lookback Date has been, its Subsidiaries are and have been in compliance in all respects with all applicable Laws regarding labor, employment relating to labor and employment practicesemployment, including all Laws respecting those relating to labor management relations, terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas)collective bargaining, disability rights or benefitsunemployment compensation, workers compensation, equal employment opportunity, age and disability discrimination, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Law (the “WARN Act”), COVID-19immigration, affirmative actionexempt employee classification, workers’ compensationindependent contractor classification, labor relationsinformation privacy and security, employee leave issues, employee trainings affirmative action and noticesaffirmative action plan requirements, and unemployment insurance. The Company , payment and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations withholding of which any of them is aware Taxes and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 continuation coverage with respect to such Person’s right to be employed or engaged by any Company Group Membergroup health plans. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Company Group Member Except as listed in the Disclosure Schedule, neither Seller, Transition nor any trade or business (whether or not incorporated) under common control of Seller and/or Transition within the meaning of Section 414(b), (c), (m) or (o) of the Code ("ERISA Affiliate"), maintains or contributes to any bonus, deferred compensation, incentive compensation, severance, pension, profit sharing, retirement, stock purchase, stock option, employee welfare benefit or any other fringe benefit plan, agreement, arrangement, arrangement or practice for which Seller, Transition or any ERISA Affiliate has any liability. The Disclosure Schedule sets forth a true and complete list of each plan which is party an "employee benefit plan" (within the meaning of Section 3(3) of ERISA) maintained or contributed to by Seller, Transition or bound by any CBA ERISA Affiliate (each, a "Plan"). Each Plan is and no employee has been operated in compliance with the provisions of any Company Group Member is represented by any labor unionERISA, other labor organization or works council with respect to their employment with any Company Group Member. There arethe Code, all regulations, and since all other applicable governmental laws and regulations. Each other benefit plan, arrangement or practice which is not an "employee benefit plan" (the Lookback Date there have been"Other Benefit Arrangements") is and has been operated in compliance with its terms and all applicable governmental laws, no pendingregulations, rulings and announcements. The Disclosure Schedule also sets forth all written employment agreements presently in effect between Seller or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the Transition and employees of any Company Group MemberTransition, and all collective bargaining agreements between Seller or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group MemberTransition and employees of Transition. (b) Except as set forth on Schedule 4.14(b)Transition has complied with all laws, each Company Group Member isrules and regulations relating to the employment of labor, including those relating to wages, hours, collective bargaining, occupational safety, discrimination and the payment of social security and other payroll related taxes, and since the Lookback Date has beennot received any notice alleging failure to comply with any such laws, rules or regulations. No controversies, disputes or proceedings are pending, or threatened, between Transition and any employee of Transition. There is no labor strike, dispute, slowdown, representation campaign or work stoppage actually pending or threatened with respect to Transition employees. (c) Neither Seller Transition, ERISA Affiliate nor any "party in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification interest" (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2meaning of Section 4975 of the Code) years has engaged in a transaction or transactions in connection with which Transition could be subject, individually or in the data roomaggregate, to other civil penalties assessed pursuant to Section 502(i) of ERISA or tax liabilities imposed by Section 4975 of the Code. With respect to each such allegations with potential meritNo liability under Title IV of ERISA has been incurred either directly or indirectly by Seller, each Company Group Member has taken prompt corrective action and Transition or any ERISA Affiliate. There is no such investigations or allegations are pending or, to the knowledge of Seller or Parent, threatened claim against or otherwise involving any Plan, or any fiduciary thereof, by or on behalf of any participant or beneficiary under any Plan (other than routine claims for benefits), nor is there any pending or, to the Companyknowledge of Seller or Parent, threatened. Since the January 1, 2017, neither the Company nor threatened claim by or on behalf of any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice the Plans. Except as set forth in the Disclosure Schedule, there are no unfunded obligations under the WARN Act. In the past two (2) years, no any Plan providing benefits after termination of employment to any employee of the Company Group has made written allegations Transition (other than continuation of sexual harassment against any Company Service Provider, and none health coverage as required by Part 6 of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposesTitle I of ERISA). (d) To Subject to any applicable statutes, rules or regulations, nothing in the Knowledge terms and conditions of the CompanyPlans listed on the Disclosure Schedule, no current or former Company Service Provider is otherwise, prohibits or limits the ability of Buyer or Transition to terminate all such Plans concurrent with the consummation of the transactions contemplated hereby or will trigger or result in any material respect in violation a financial obligation on Buyer or Transition by virtue 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 any Company Group Membertermination. (e) Transition is not a party to any collective bargaining agreement and no such contract is being negotiated with Transition. No material employee layoff, facility closure representation question exists or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting has been raised respecting the employees of Transition, nor are there any Company Group Member has occurred since campaigns being conducted to solicit cards from the date employees of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or Transition to authorize representation by any COVID-19 Measureslabor organization. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Company Group Member is party to or bound by any CBA Schedule 3.14(a) sets forth a true and no employee complete list of any Company Group Member is represented by any labor union, other labor organization or works council with respect to their employment with any Company Group Member. There areall employees on the Agreed List of Employees as of the date hereof, and since includes each employee’s name, title, work location, status (e.g., full- or part-time or temporary, overtime classification (e.g., exempt or non-exempt)), date of commencement of employment, rate of base salary or hourly wage, target annual bonus opportunity with Seller, and whether the Lookback Date there have beenemployee is on leave (and if so, no pending, or the date on which such leave commenced and the date of expected return to work). Each employee on the Knowledge Agreed List of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group MemberEmployees is an “at-will” employee under applicable state Law. (b) Schedule 3.14(b) sets forth a true and complete list of all consultants currently providing services to the Business (“Consultants”). Seller has made available to Buyer true and complete copies of each written services agreement with each Consultant. Oral agreements with one or more Consultants, if any, do not provide for payment by the Company, in the aggregate, of more than $25,000 during any twelve (12) month period. (c) With respect to the employees on the Agreed List of Employees, Seller is and has been in compliance in all material respects with all applicable Laws respecting employment, including discrimination or harassment in employment, terms and conditions of employment, termination of employment, wages, overtime classification, hours, occupational safety and health, employee whistle-blowing, immigration, employee privacy, employment practices and classification of employees, consultants and independent contractors. Except as would not result in material liability to Buyer, there is, and since January 1, 2016, there has been, no unfair labor practice charge, employment discrimination charge, or other complaint against or affecting Seller in respect of the Business pending or, to Seller’s Knowledge, threatened before the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable governmental body including any state labor relations board or equal opportunity agency or any court or tribunal, nor has any written complaint pertaining to any such charge or complaint or potential charge or complaint been filed against Seller. Except as set forth on Schedule 4.14(b)3.14(c) or as otherwise contemplated in this Agreement, each Company Group Member isneither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (alone or in combination with any other event) (i) result in any severance payment becoming due to any employees on the Agreed List of Employees or satisfy any prerequisite to any payment or benefit to any such employee, (ii) increase any benefits or give rise to any liability to any such employee under any Seller Benefit Plan, or (iii) result in the acceleration of the time of payment, vesting or funding of any such benefits under any Seller Benefit Plan, or increase the amount of compensation or benefits due to any such employee or his or her beneficiaries. (d) Except as would not result in liability to Buyer, with respect to employees on the Agreed List of Employees, Seller has withheld all amounts required by Law to be withheld from the wages, salaries, and since other payments to employees, and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the Lookback Date foregoing. There are no pending claims against Seller for workers’ compensation or short or long term disability relating to any employees of Seller who are employed in the Business. (e) Except for such matters that would not have a Material Adverse Effect, Seller has been, in compliance in all respects with all applicable Laws regarding not received written notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment and employment practices, including all Laws respecting terms and conditions of employment, occupational health and safetysafety or workplace safety and insurance/workers compensation Laws to conduct an investigation of Seller relating to the Business and, employee classification to the Knowledge of Seller, no such investigation is in progress. Except for such matters that would not have a Material Adverse Effect, (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration i) there are no (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within not been during the last two (2) years year period preceding the date hereof) strikes or lockouts with respect to any employees of Seller engaged in the data room. With respect to each such allegations with potential meritBusiness; (ii) there is no unfair labor practice, each Company Group Member has taken prompt corrective action and no such investigations labor dispute (other than routine individual grievances) or allegations are labor arbitration proceeding pending or, to the knowledge Knowledge of the CompanySeller, threatened. Since the January 1, 2017, neither the Company nor threatened in writing against Seller with respect to any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or employees engaged in the aggregateBusiness; and (iii) there is no slowdown or work stoppage in effect or, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service ProvidersKnowledge of Seller, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services threatened in writing with respect to any Company Group Member since January 1, 2017, and is, employees engaged in the Business. Seller is not a party to any collective bargaining agreement or was, classified and treated as an independent contractor, consultant, leased employee, or any other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) type of collective agreement with respect to any employees engaged in the Business. To the Knowledge of the CompanySeller, no current union or former Company Service Provider other workers’ representative is currently engaged 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 organizational activities or other obligation: (i) owed to any Company Group Member; requests or (ii) owed to any third party elections for representation with respect to such Person’s right to be employed or engaged by any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since Seller engaged in the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 MeasuresBusiness. (f) Since Except as would not result in material liability to Buyer, each individual who performs services for the Lookback Date, no Company Group Member has implemented Business and who is not treated by Seller as an employee under applicable Laws (including for Tax withholding purposes) is not an employee under applicable Laws (including for Tax withholding purposes) or for purposes of any plant closing or employee layoffs that would trigger notice obligations under the WARN ActSeller Benefit Plan. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Company Group Member is party to or bound by any CBA and no employee of any Company Group Member is represented by any labor union, other labor organization or works council with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pending, or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b)3.13, each neither the Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions nor any of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment is a party to any collective bargaining agreement or other discrimination labor union agreement applicable to persons employed by the Company or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential meritits Subsidiaries, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending ornor, to the knowledge of the Company, threatenedare there any such employees represented by a works council or a labor organization or, as of the date hereof, activities or proceedings of any labor union to organize any such employees. Since the January 1, 2017, neither Except as set forth on Schedule 3.13 and except as would not be material to the Company nor and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries is in compliance with all applicable Laws pertaining to employment, employee safety, occupational health, employee classification and employment practices, including those relating to labor management relations, wages, hours, overtime, vacation pay, discrimination, sexual harassment, human rights, pay equity, civil rights, affirmative action, workers compensation, plant closures and mass layoffs, work authorization, immigration, safety and health and continuation coverage under group health plans. Except as set forth on Schedule 3.13, to the knowledge of the Company, there are no material actions, suits, claims, investigations, grievances, arbitration proceedings, unfair labor practice charges or other material legal proceedings either currently pending against the Company or any of their respective Subsidiaries has implemented its Subsidiaries, or threatened to be brought, initiated or filed against the Company or any plant closing of its Subsidiaries, in connection with any Covered Employee or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no former employee of the Company Group has made written allegations or any of sexual harassment against any Company Service Providerits Subsidiaries, and none or independent contractor or consultant of the Company Group Members have entered into or its Subsidiaries, including any settlement agreement related material claim or material allegation relating to sexual unfair labor practices, employment discrimination, harassment, sexual assaultretaliation, equal pay, improper classification or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and any other compensation that have come due and payable to the current and former Company Service Providers, employment related matter arising under applicable Law, Contract or . The Company Group policyand its Subsidiaries are not currently (as of the date hereof) experiencing, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has have not received a current written notice that threat of, any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written noticework stoppage.

Labor Matters. (a) No The Company Group Member is not a party to or bound by currently negotiating any CBA collective bargaining agreement or other labor union contract applicable to the employees of the Company and, to the Seller’s Knowledge, there are not any activities and no employee proceedings of any labor union to organize any such employees. (i) There is no unfair labor practice charge or complaint pending before any applicable Governmental Entity relating to the Company Group Member or any employees of the Company; (ii) there is represented by no labor strike, picketing, slowdown or work stoppage, concerted refusal to work overtime, lockout or other collective labor action pending or, to the Seller’s Knowledge, threatened against or affecting the Company, and within the last three (3) years, the Company has not experienced any labor unionstrike, picketing, slowdown or work stoppage, concerted refusal to work overtime, lockout or other collective labor organization action by or works council with respect to any of its employees; (iii) there is no representation claim or petition pending before any applicable Governmental Entity, and to the Seller’s Knowledge no question concerning representation exists relating to the employees of the Company; and (iv) there are no charges with respect to or relating to any the Company pending before any applicable Governmental Entity responsible for the prevention of unlawful employment practices. (b) The Company has been in compliance in all material respects with all applicable Laws relating to employment of labor and termination of employment, including without limitation, all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, equal opportunity, retaliation, “whistleblower” rights, collective bargaining, the Fair Labor Standards Act, the WARN Act, occupational health and safety, unemployment and the collection and payment of withholding and/or social security Taxes. Each current service provider compensated as an independent contractor of the Company is and has been properly characterized as such based on the applicable standards under applicable Law, except to the extent such mischaracterization would not be material to the Company. (c) All officers, employees, directors, independent contractors, and other service providers of the Company are terminable at will by the Company upon not more than 30 days’ notice and without material cost or penalty to the Company. There is no officer, executive, key employee or group of key employees of the Company who has or have indicated in writing an intention to terminate his, her or their employment with any Company Group Member. There arethe Company, and since to the Lookback Date there have beenSeller’s Knowledge, no pendingofficer, executive, key employee or group of key employees has any plans to terminate his, her or their employment. The Company has not, within the past three years, effectuated a “plant closing” (as defined in the WARN Act) or a “mass lay-off” (as defined in the WARN Act), in either case affecting any site of employment or facility of the Company. (d) Within the last three years, there has not been, or to the Knowledge Seller’s Knowledge, threatened, any allegation of sexual harassment or sexual misconduct against (i) any current or former director, manager, or officer of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputesany current or former employee or independent contractor of the Company who, labor grievancesdirectly or indirectly, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, supervises or work stoppages against has managerial oversight over (or affecting supervised or had managerial oversight over) any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of other current or former employees or independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company. Within the last six years, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have not entered into any settlement agreement related to allegations or threatened allegations of sexual harassment, sexual assault, harassment or sexual misconduct by a Company Service Provider. (c) Except as would notany current or former director, individually or in the aggregatemanager, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wagesofficer, salariesemployee, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge provider of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) No Company Group Member Neither CorpAcq Holdco nor any of its Subsidiaries is a party to, currently negotiating, or obligated to negotiate any collective bargaining agreement or bound by any CBA and no employee other agreement with a trade union, works council or other labor organization. To the knowledge of any Company Group Member is the CorpAcq Parties, (i) none of the CorpAcq Employees are represented by any labor trade union, works council or other labor organization or works council with respect to their employment with CorpAcq Holdco or any Company Group Member. There areof its Subsidiaries, and since the Lookback Date there have been, no pending, or to the Knowledge (ii) as of the Companydate of this Agreement, threatened (i) labor organizing there are no activities or representation or certification proceedings by of any labor trade union, works council or other labor organization to organize any of the employees of any Company Group MemberCorpAcq Employees and no trade union, works council or (ii) other labor organization has made a pending demand for recognition or establishment. Since January 1, 2021 there has been no material labor disputesdispute or strike, labor grievancesmaterial slowdown, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, material concerted refusals refusal to work overtime, or material work stoppages stoppage against CorpAcq Holdco, CorpAcq Limited or affecting any Company Group Memberof the Significant Subsidiaries, in each case, pending or threatened. (b) Except as set forth on Schedule 4.14(b)would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect, each Company Group Member isof CorpAcq Holdco, CorpAcq Limited and since the Lookback Date has been, Significant Subsidiaries (i) is in compliance in all material respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and classification, non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas)immigration, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act)layoffs, COVID-19redundancies, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings the proper classification of employees, workers and noticesindependent contractors, the proper classification of exempt and non-exempt employees, and unemployment insurance. The Company insurance and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which (ii) since January 1, 2021, has not experienced any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending actual or, to the knowledge of the CompanyCorpAcq Parties, threatened. Since threatened arbitrations, grievances, material labor or employment-related claims, disputes, strikes, lockouts, picketing, hand billing, slow-downs or work stoppages against CorpAcq Holdco, CorpAcq Limited or the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service ProviderSignificant Subsidiaries. (c) Except as would not, individually or in the aggregate, reasonably be expected to result have a Material Adverse Effect, CorpAcq Holdco, CorpAcq Limited and the Significant Subsidiaries are not materially delinquent in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services payments to any Company Group Member since January 1, 2017, CorpAcq Employees for any services or amounts required to be reimbursed or otherwise paid excluding any accrued amounts that are yet to be paid in accordance with regular payment dates and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposesthe terms of the relevant CorpAcq Benefit Plan. (d) To Within the Knowledge period of one year preceding the date of this Agreement, neither CorpAcq Holdco or any of its Significant Subsidiaries has given or has been required to give notice of any redundancies to the UK Secretary of State, and as at the date of this Agreement, neither CorpAcq Holdco, CorpAcq Limited nor any of the CompanySignificant Subsidiaries anticipates giving, no current or former Company Service Provider is being required to give, such notice. Neither CorpAcq Holdco, CorpAcq Limited nor any of the Significant Subsidiaries are a party to, bound by, or proposing to introduce any redundancy payment scheme 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 addition 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 any Company Group Memberstatutory redundancy pay. (e) No material employee layoffSince January 1, facility closure or shutdown (whether voluntary or by Governmental Order)2021, reduction-in-forceneither CorpAcq Holdco, furlough, temporary layoff, material work schedule changeCorpAcq Limited nor the Significant Subsidiaries have incurred, or would reasonably be expected to incur, any material reduction in hoursLiability arising from employment discrimination or sexual harassment allegations of, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplatedagainst, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written noticeEmployee.

Labor Matters. SCHEDULE 5.15 contains a true and correct and complete list of all present employees and sales representatives employed or engaged by Seller, their total remuneration for the year ended December 31, 1996, their current remuneration, and a description of all perquisites and fringe benefits they receive or are eligible to receive. Seller, within the last three (a3) No Company Group Member years, has not experienced any organized slowdown, work interruption, strike, or work stoppage by employees of Seller. Except as set forth on SCHEDULE 5.8.1, Seller is not a party to nor does Seller have any obligation pursuant to any oral and legally binding or bound by any CBA and no employee of any Company Group Member is represented by any labor unionwritten agreement, other labor organization collective bargaining or works council with respect to their employment otherwise, with any Company Group Member. There are, and since party regarding the Lookback Date there have been, no pending, rates of pay or to the Knowledge working conditions of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of Seller engaged in the Business, nor is Seller obligated under any Company Group Memberagreement to recognize or bargain with any labor organization or union on behalf of such employees. Neither Seller nor any of its officers, directors, or (ii) material labor disputesemployees has been charged or, labor grievancesto Seller's knowledge, labor arbitrations, threatened E-34 with the charge of any unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting any Company Group Member. (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years years. Seller is in material compliance with all applicable federal, state, local and foreign laws and regulations concerning the data roomemployer-employee relationship and with all agreements relating to the employment of Seller's employees, including applicable wage and hour laws, fair employment laws, safety laws, worker compensation statutes, unemployment laws, and social security laws. With respect to each such allegations with potential meritExcept as described on SCHEDULE 5.15, each Company Group Member has taken prompt corrective action and there are no such investigations or allegations are pending or, to the knowledge of the CompanySeller's knowledge, threatened. Since the January 1threatened claims, 2017investigations, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) yearscharges, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Providercitations, and none of the Company Group Members have entered into any settlement agreement related to sexual harassmenthearings, sexual assaultconsent decrees, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liabilitylitigation concerning: (i) each Company Group Member has fully and timely paid all wages, salariescompensation, wage premiumsbonuses, commissions, awards, or payroll deductions; equal employment or human rights violations regarding race, color, religion, sex, national origin, age, disability, veteran's status, marital status, or any other recognized class, status, or attribute under any federal, state, local or foreign equal employment law prohibiting discrimination; representation petitions or unfair labor practices; grievances or arbitrations pursuant to current or expired collective bargaining agreements; occupational safety and health; workers' compensation; wrongful termination, negligent hiring, invasion of privacy or defamation; immigration or any other claim based on the employment relationship or termination of the employment relationship (collectively, "Labor Claims"). Seller is not liable for any unpaid wages, bonuses, severance and termination paymentsor commissions (other than those not yet due) or any tax, feespenalty, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providingassessment, or since the Lookback Date, has provided, services forfeiture for failure to comply with any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the Companyforegoing. Except as described on SCHEDULE 5.15, there is no current outstanding agreement or former Company Service Provider 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 arrangement with respect to such Person’s right severance payments with respect to be employed or engaged by any Company Group MemberEmployee. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since the Lookback Date, no Company Group Member has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written notice.

Labor Matters. (a) The Company is not subject to, and during the Lookback Period has not been subject to, any collective bargaining agreement or other Contract with a labor organization or labor union. No Company Group Member is party to or bound by any CBA and no employee of any the Company Group Member is represented by any labor union, union or other labor organization or works council similar employee representative body with respect to their employment with any Company Group Member. There are, and since the Lookback Date there have been, no pending, or regard to the Knowledge of employee’s employment relationship with the Company, threatened . The Company has not (i) labor experienced any organizing activities activities, demands, petitions or representation or certification proceedings by involving the Company with any labor unionorganization or, works council or other labor organization to organize any Seller’s Knowledge, group of the employees of any Company Group Memberits employees, or (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, experienced any strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, slowdowns or work stoppages involving its employees, and, to Seller’s Knowledge, no such actions have been threatened against the Company during the Lookback Period. During the Lookback Period, the Company has not received notice of any unfair labor practice charges or affecting complaints, including any Company Group Memberthat are pending or threatened against the Company. (b) Except as set forth on Schedule 4.14(b), each The Company Group Member iscomplies, and since has during the Lookback Date has beenPeriod complied, in compliance in all respects material aspects, with all applicable Laws regarding laborrelating to labor or employment, including those that relate to wages, hours, compensation, meal and rest breaks, wage statements, fringe benefits, employment and or termination of employment, employment policies or practices, including all Laws respecting immigration, terms and conditions of employment, health and safetychild labor, labor or employee classification (including the relations, classification of independent contractors employees, affirmative action, equal employment opportunity and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas)fair employment practices, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relationsunemployment compensation and insurance, employee leave issueshealth insurance continuation, employee trainings and noticeswhistle-blowing, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful harassment, discrimination, retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, safety or sexual misconduct by a Company Service Providerhealth. (c) Except ‎Section 3.12(c) of the Disclosure Schedule sets forth a complete and correct list, as would notof the date of this Agreement, individually or in of all employees of the aggregateCompany, reasonably be expected which sets forth the following information with respect to result in material liabilityeach: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and name; (ii) each individual who is providing, title or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, position; (iii) base salary for exempt employees and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other hourly rate for non-employee service providerexempt employees; (iv) Fair Labor Standards Act classification; (v) status as full-time or part-time; (vi) status as active or inactive (and if inactive, isstart date of leave and expected return to work date); (vii) date of hire; and (viii) work location (city, and has been, properly classified and treated as such for all applicable purposesstate). (d) To ‎Section 3.12(d) of the Knowledge Disclosure Schedule sets forth a complete and correct list, as of the date of this Agreement, of all individual independent contractors who currently provide services to the Company, no current or former Company Service Provider is in any material which sets forth the following information with 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 obligationto each: (i) owed to any Company Group Membername; or (ii) owed to any third party with respect amount of compensation paid to such Person’s right to be employed or engaged by independent contractor during the twelve (12) month period ending December 31, 2023; and (iii) current rate of pay. All independent contractors of the Company have been properly classified in accordance with applicable Laws, no independent contractor of the Company has been improperly excluded from any Benefit Plan, and the Company Group Memberhas not incurred any Liability arising from the misclassification of independent contractors. (e) No material employee layoff, facility closure or shutdown There are no claims (whether voluntary or by Governmental Orderother than routine undisputed claims for benefits), reduction-in-forcedisputes, furloughactions, temporary layoffgrievances or disciplinary actions pending or, material work schedule changeto Seller’s Knowledge, threatened by or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of between the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result and any of COVID-19 or any COVID-19 Measuresits employees. (f) Since During the Lookback DatePeriod, there have been no Proceedings, reports, claims, or, to Seller’s Knowledge, allegations that any director, officer or management-level employee of the Company Group Member has implemented engaged in sexual harassment, discrimination, or abuse of any plant closing other employee of the Company, and the Company has not entered into any settlement or separation agreements with any director, officer or management-level employee layoffs that would trigger notice obligations under in connection with the WARN Actsame. (g) As There have been no mass layoffs or plant closings that have triggered notice obligations under the Worker Adjustment and Retraining Notification Act of the Original Agreement Date1998, as amended (or any other comparable Law), and the Company has is not received written notice that any Key Employee of the Company intends to terminate his currently planning or her employment with the Company prior to the one year anniversary of the Closing and to the Knowledge of the Company, no contemplating such Key Employee has provided any such non-written noticea mass layoff or plant closing.

Labor Matters. (a) No Neither the Company Group Member nor any of its Subsidiaries is (i) a party to or otherwise bound by any CBA Company Labor Agreement, and no employee (ii) the subject of any material Action that asserts that the Company Group Member is represented by or any of its Subsidiaries has committed an unfair labor practice or that seeks to compel it to bargain with any labor union, other union or labor organization or works council with respect to their employment with any Company Group Memberorganization. There areis no pending or, and since the Lookback Date there have been, no pending, or to the Knowledge of the Company, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group Member, or (ii) material labor disputesthreatened, labor grievancesstrike or lock-out or any material dispute, labor arbitrationswalk-out, unfair labor practice charges, strikes, lockoutswork stoppage or slow-down, picketing, hand billing, slowdowns, or concerted refusals to work overtimeovertime involving the Company or any of its Subsidiaries, and there have been no such actions in the past five years. To the Knowledge of the Company, as of the Agreement Date there are no material organizing efforts with respect to the formation of a collective bargaining unit involving any current or work stoppages against former employee, officer or affecting director of the Company or any Company Group Memberof its Subsidiaries (collectively, “Employees”). (b) Except as set forth on Schedule 4.14(b), each Company Group Member is, and since the Lookback Date has been, in compliance in all respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. The Company and its Subsidiaries have reasonably investigated all harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within the last two (2) years in the data room. With respect to each such allegations with potential merit, each Company Group Member has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge As of the Company, threatened. Since the January 1, 2017Agreement Date, neither the Company nor any of their respective its Subsidiaries has implemented is a party to or otherwise bound by any plant closing collective bargaining agreements, material labor agreements or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) yearsother material Contract with a labor union, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, works council or sexual misconduct by a Company Service Providerlabor organization. (c) Except as The Company and each of its Subsidiaries is in compliance with all applicable Laws respecting labor, employment, fair employment practices (including equal employment opportunity laws), terms and conditions of employment, workers’ compensation, occupational safety and health, affirmative action, immigration, classification and wages and hours, health and safety, working conditions, meal and break periods, collective bargaining, background checks, drug testing, whistleblowers, retaliation, unemployment insurance, child labor, civil rights, pay equity, worker classification, plant closing, mass layoff, relocations, employment eligibility verification, immigration, employment and reemployment rights of members of uniformed services, leaves of absence, and the collection and payment of withholding and/or social security Taxes, employment discrimination, disability rights or benefits, and the WARN Act and any similar state or local Laws relating to plant closures and layoffs except where non-compliance would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is delinquent in any payments to result in material liability: (i) each Company Group Member has fully and timely paid all their respective employees for any wages, salaries, wage premiums, commissions, bonusesbonuses or other direct compensation for any services performed for the Company or any of its Subsidiaries in any material respect. Since the Applicable Date, severance neither the Company nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and termination paymentsRetraining Notification Act and the regulations promulgated thereunder or any similar state or local Law that remains unsatisfied. (d) Since the Applicable Date, fees, and other compensation that have come due and payable to the current Knowledge of the Company no written allegations of sexual harassment or other sexual misconduct or race discrimination have been made against any employee of the Company or any of its Subsidiaries with the title of senior vice president (or the equivalent title based on role, responsibility or pay grade) or above through any formal human resources communication channels at the Company or any of its Subsidiaries. As of the Agreement Date there are no Actions or Company-internal investigations pending related to any allegations of sexual harassment other sexual misconduct or race discrimination by any employee of the Company or any of its Subsidiaries with senior vice president (or the equivalent title based on role, responsibility or pay grade) or above. Since the Applicable Date, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment, other sexual misconduct or race discrimination by any employee of the Company or any of its Subsidiaries with the title of senior vice president (or the equivalent title based on role, responsibility or pay grade) or above. (e) Section 3.13(e) of the Company Disclosure Letter lists all of the following for the Company and former Company Service Providersits Subsidiaries since March 1, under applicable Law2020 in response to or in connection with COVID-19 or business circumstances related thereto: (A) employee furloughs; (B) reductions in employee salary, Contract other compensation, benefits or Company Group policy, hours; and (iiC) each individual who is providingemployee lay-offs or terminations. (f) Except as set forth in Section 3.13(f) of the Company Disclosure Letter, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, (i) all individuals classified and treated by the Company and its Subsidiaries as an consultants, temporary workers or independent contractorcontractors, consultanton a full-time or part-time basis, leased employee, or other non-employee service provider, is, and has been, are properly classified and treated as such for under all applicable purposesLaws, and (ii) all employees of the Company and its Subsidiaries characterized and treated as exempt under the Fair Labor Standards Act or any other applicable wage and hour Law are properly classified as such, except in each case regarding the foregoing clauses (i) and (ii), where non-compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (dg) To the Knowledge of the Company, no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change, or material reduction in hours, salary or wages affecting employees of any Company Group Member has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. (f) Since of its Subsidiaries is subject to a Contract that prohibits or materially restricts such employee’s employment with or performance of duties for the Lookback Company or its Subsidiaries. As of the Agreement Date, no Company Group Member has implemented any plant closing or current employee layoffs that would trigger notice obligations under the WARN Act. (g) As of the Original Agreement Date, the Company has not received written notice that any Key Employee of the Company intends at the level of Vice President or above has provided written notice to the Company of their intention to terminate his or her employment with the Company prior to or any of its Subsidiaries within the one year period ending on the 24-month anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written noticeAgreement Date.

Labor Matters. (a) No None of the Company Group Member or any of its Subsidiaries is party to or bound by any CBA collective bargaining agreement with any labor union, labor organization or works council representing employees of the Company (each, a “CBA”) and no employee of any Company Group Member is employees are represented by any labor union, other labor organization or works council with respect to their employment with the Company or any Company Group Memberof its Subsidiaries. There are, and since the Lookback Date date of the Company’s formation, there have been, been no pending, or and to the Knowledge knowledge of the Company, as of the date hereof, there are no threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the employees of any Company Group MemberEmployees, or and (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting the Company or any Company Group Memberof its Subsidiaries. (b) Except as set forth on Schedule 4.14(b)where the failure to be, each Company Group Member is, and since the Lookback Date has or to have been, in compliance with such Laws would not reasonably be expected to have, individually or in all respects the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are, and have been since the date of the Company’s formation, in compliance with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employeesemployees under the Fair Labor Standards Act and similar state or local Laws), discrimination, harassment or retaliation, whistleblowing, wages and hours, classification of individuals as independent contractors or employees, the investigation of sexual harassment or other unlawful discrimination or retaliation claims, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance. . (c) The Company and its Subsidiaries have reasonably investigated all formal sexual harassment or other discrimination or unlawful retaliation allegations of which any of them is aware and have provided detailed information related to each such allegations within raised in the last two (2) three years in the data roomagainst any Key Employee. With respect to each such allegations allegation with potential merit, each the Company Group Member or Subsidiary has taken prompt corrective action and no such investigations or allegations are pending or, to the knowledge of the Company, threatened. Since the January 1, 2017, neither the Company nor any of their respective Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. In the past two (2) years, no employee of the Company Group has made written allegations of sexual harassment against any Company Service Provider, and none of the Company Group Members have entered into any settlement agreement related to sexual harassment, sexual assault, or sexual misconduct by a Company Service Provider. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to the current and former Company Service Providers, under applicable Law, Contract or Company Group policy, and (ii) each individual who is providing, or since the Lookback Date, has provided, services to any Company Group Member since January 1, 2017, and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes. (d) To the Knowledge of the CompanyExcept as set forth on Schedule 4.14(d), no current or former Company Service Provider 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 any Company Group Member. (e) No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, or material work schedule change, change or material reduction in hours, salary or wages affecting employees of any Company Group Member Employees has occurred since the date of the Company Most Recent Balance Sheet or is currently contemplated, planned or announced, including Company’s formation as a result of COVID-19 or any COVID-19 Measures. (fe) Since None of the Lookback Date, no Company Group Member or any of its Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN ActAct or any other similar state Laws. (gf) As of the Original Agreement Datedate hereof, neither the Company nor any of its Subsidiaries has not received written notice that any Key Employee of the Company intends to terminate his or her employment with the Company prior to the one one-year anniversary of the Closing and to the Knowledge of the Company, no such Key Employee has provided any such non-written noticeClosing.