Common use of Labor Relations; Employees Clause in Contracts

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries in the past three (3) years. In the past three (3) years, to the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each of the Company and its Subsidiaries are, and have been for the past three (3) years, in compliance with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (c) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in the past three (3) years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before any applicable Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before any applicable Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of the Company’s Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above. To the knowledge of the Company, in the last three (3) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a) of the Company Disclosure Letter, (i) neither Neither the Company nor any of its Subsidiaries is or has at any time been a party to or bound by any collective bargaining agreement agreement, or any similar agreementagreement with a labor union, works council or other employee representative, (ii) no such agreement is being negotiated by the Company or any Subsidiary of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries in the past three (3) yearsSubsidiaries. In the past three (3) years, to To the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and Subsidiaries. There is no pending and, in the past three (3) years, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each of the Company and its Subsidiaries are, and have been for the past three (3) years, in compliance in all material respects with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, issues and unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a wholeinsurance. (c) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in In the past three (3) years, the Company and its Subsidiaries have not received written (i) written or, to the knowledge of the Company, oral, notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any applicable other Governmental Authority against them, (ii) written or, to the knowledge of the Company, oral, notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) written or, to the knowledge of the Company, oral, notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) written or, to the knowledge of the Company, oral, notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) written or, to the knowledge of the Company, oral, notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and no Legal Proceeding relating to the foregoing matters or any other employment or labor matters is pending or, to the knowledge of the Company, threatened, nor has any such Legal Proceeding occurred in the past three (3) years. (d) None of the Company or any of its Subsidiaries (A) has or has had in the past three (3) years 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 in the past three (3) years any material liability 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, social insurances or other benefits or obligations for any employees of the Company or any of its Subsidiaries (other than routine payments to be made in the normal course of business and consistent with past practice), or (C) is delinquent in any payments to any employee or independent contractor for any wages, salaries, commissions, bonuses, severance, fees or other direct compensation due with respect to any services performed for it or amounts required to be reimbursed to such employees or independent contractor. (e) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any Subsidiary of the Company’s Subsidiaries’ Company is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any Subsidiary of the Company’s Subsidiaries Company or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any Subsidiary of the Company’s Subsidiaries’ Company or (B) the knowledge or use of trade secrets or proprietary information. In the past 12 months (i) no director, in each case except as would not be manager, officer, or reasonably be expected management-level or key employee’s employment with the Company or any of its Subsidiaries has been terminated or furloughed for any reason; and (ii) no director, manager, officer, or management-level or key employee, or group of employees, has provided notice of any plans to beterminate his, individually her or in their employment or service arrangement with the aggregate, material to the business Company or any of its Subsidiaries. (f) None of the Company and or its Subsidiaries, taken as a whole. (e) Neither the Company nor any of the Company’s Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any Subsidiary of the Company’s Subsidiaries Company that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either any officer, director, manager or employee of the Company or any Subsidiary of the Company and, in the last three (i3) an officer years, there have not been any internal investigations by or on behalf of the Company or any Subsidiary of the Company with respect to any claims or allegations of sexual harassment, misconduct or abuse against or involving any employee, officer, manager or director of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or aboveits Subsidiaries. To the knowledge of the Company, in In the last three (3) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against any officer, director, manager or employee of the Company or any Subsidiary of the Company, and the Company and its Subsidiaries have not otherwise become aware of any such allegations. To the knowledge of the Company, there are no facts that would reasonably be expected to give rise to a claim of sexual harassment or misconduct, other unlawful harassment or unlawful discrimination or retaliation against or involving the Company or its Subsidiaries or any employee, officer, manager or director thereof. (g) In the past three (3) years, the Company and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations. The Company, taken as a whole with its Subsidiaries, has sufficient employees to operate the business of the Company and its Subsidiaries as currently conducted. (h) The Company and its Subsidiaries currently classify and have properly classified (i) an officer each of its employees as exempt or non-exempt for the purposes of the Fair Labor Standards Act and similar applicable Laws (as applicable), and (ii) each of its individual service providers as either employees or independent contractors in accordance with applicable Law and for the purpose of all Company Benefit Plans. (i) No employee layoff, facility closure or shutdown (whether voluntary or by order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of the Company or any of its Subsidiaries has occurred in the Company’s Subsidiaries past six (6) months or (ii) an employee is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. None of the Company or any of its Subsidiaries have otherwise experienced any material employment-related liability with respect to or arising out of COVID-19 or any COVID-19 Measures. (j) None of the Company or any of its Subsidiaries (i) is subject to any affirmative action obligations under any Law, including, without limitation, Executive Order 11246, and/or (ii) is a government contractor or subcontractor for purposes of any Law with respect to the terms and conditions of employment, including, without limitation, prevailing wage Laws. There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and none of the Company or any of its Subsidiaries has been reassessed in any material respect under such legislation during the past three (3) years and, to the knowledge of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member no audit of the board Company or any of directors) or above, in each case except as would not be or reasonably be expected its Subsidiaries is currently being performed pursuant to be, individually or in the aggregate, material to the Company any applicable workplace safety and its Subsidiaries, taken as a wholeinsurance legislation.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a6.13(a) of the Company Group Companies Disclosure Letter, (i) neither the each Group Company nor any of and its Subsidiaries is a party are not parties to or bound by any collective bargaining agreement or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the such Group Company’s Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the such Group Company, has sought to represent any of the employees of the such Group Company or its Subsidiaries in the past three twelve (312) yearsmonths. In the past three twelve (312) yearsmonths, to the knowledge of the each Group Company, there has been no labor organization activity involving any employees of the such Group Company or any of its Subsidiaries and there has been no actual or, to the knowledge of the such Group Company, threatened strike, slowdown, work stoppage, lockout or other labor dispute against or affecting the Company or any Subsidiary of the such Group Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, Group Companies (taken as a whole). (b) Each of the Group Company and its Subsidiaries areis, and have has been for the past three twelve (312) yearsmonths, in compliance with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law Law and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to benot, individually or in the aggregate, material to the business of the have a Group Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect. (c) Except where it would not be or reasonably be expected to benot, individually or in the aggregate, material to the business of the have a Group Company and its SubsidiariesMaterial Adverse Effect, in the past three twelve (312) yearsmonths, the each Group Company and its Subsidiaries have has not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before any applicable Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before any applicable Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, entities or any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) To the knowledge of the each Group Company, no present or former employee, worker or independent contractor of the such Group Company or any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the such Group Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the such Group Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, Group Companies (taken as a whole). (e) Neither the Each Group Company nor any of the Company’s Subsidiaries is not a party to a any settlement agreement with a current or former officer, employee or independent contractor of the such Group Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the such Group Company or any of the Company’s Subsidiaries or (ii) an employee of the such Group Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above. To the knowledge of the each Group Company, in the last three twelve (312) yearsmonths, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the such Group Company or any of the Company’s Subsidiaries or (ii) an employee of the such Group Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the have a Group Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a4.14(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement agreement, or any similar agreementagreement or arrangement, (ii) no such agreement or such other arrangement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries in the past three and (3iv) years. In the past three (3) yearsthere are no representation or certification proceedings or petitions seeking a representation proceeding pending or, to the knowledge of the Company, there has been no labor organization activity involving any employees of threatened to be brought or filed with the Company National Labor Relations Board or any of its Subsidiaries and other applicable labor relations authority. In the past two (2) years, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, labor organization activity, lockout or other material labor dispute or similar activity against or affecting the Company or any Subsidiary of the Company, in each case except . (b) Except as would not be or reasonably be expected to be, individually or result in the aggregate, any material liability to the business of the Company and its Subsidiaries, taken as a whole. (b) Each , each of the Company and its Subsidiaries are, and have been for the past three two (32) years, in compliance with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt non‑exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, issues and unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authorityinsurance. (c) In the past two (2) years, except where the failure to comply as would not be or reasonably be expected to be, individually or result in the aggregate, any material liability to the business of the Company and its Subsidiaries, taken as a whole. (c) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in the past three (3) years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any applicable other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, progress or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a wholeTrade Secrets. (e) Neither In the past two (2) years, the Company nor and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations. The Company and its Subsidiaries have not engaged in material layoffs or furloughs or effected any broad‑based salary or other material compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2020 through the date hereof. (f) In the past two (2) years, (i) no allegations of discrimination, sexual harassment or sexual misconduct have been made in writing, or, to the knowledge of the Company’s Subsidiaries is party , threatened to a settlement agreement with a be made against or involving any current or former officer, director or other key employee by any current or former officer, employee or independent contractor individual service provider of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassmentits Subsidiaries, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or and (ii) an employee of neither the Company or nor any of the Company’s its Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above. To the knowledge of the Companyhas entered into any settlement agreements resolving, in the last three (3) yearswhole or in part, no allegations of sexual harassmentsex discrimination, sexual harassment or sexual misconduct by any current or discrimination have been made against (i) an officer of the Company former officer, director or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholeother key employee.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a) of the Company Disclosure Letter, (i) neither Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement agreement, or any similar agreementlabor-related agreement with any labor union or similar labor organization representing employees of the Company or any of the Company’s Subsidiaries, (ii) and no such agreement is currently being negotiated by the Company or any of the Company’s Subsidiaries, and (iiiii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, no labor union or any other similar labor organization has sought a certification or representation petition currently pending before any applicable labor relations tribunal or similar Governmental Authority seeking to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there has been no labor organizing activity involving any employees of the Company or any of its Subsidiaries in the past three (3) years. In the past three (3) years, to the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and there has been no actual or, to the knowledge of the Company, threatened strike, concerted slowdown, concerted work stoppage, lockout or other labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each of the Company and its Subsidiaries are, are and have been for the past three (3) years, in compliance with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status)classification, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, and employee leave issues, unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, Subsidiaries taken as a whole. (c) Except where it In the past three (3) years, except as would not be or reasonably be expected to be, individually or in the aggregate, be material to the business of the Company and its Subsidiaries, in the past three Subsidiaries (3) yearstaken as a whole), the Company and its Subsidiaries have not received written been party to (i) notice of any unfair labor practice charge or material labor complaint pending or, to the knowledge of the Company threatened, before the U.S. National Labor Relations Board or threatened before any applicable other similar labor-related Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or pending before any other material complaints, grievances or arbitration procedures against themGovernmental Authority, (iii) notice of any material charge or complaint with respect pending or to the knowledge of the Company threatened, before the Equal Employment Opportunity Commission, the Ministry of Manpower and the Employment Claims Tribunal of Singapore, the Department of Labor and Employment, the National Labor Relations Commission of the Philippines, the Department of Labour (to the Director General of Labour), the Industrial Relations Department or relating to them pending before the Industrial Court of Malaysia, the Taipei City Government, the Ministry of Labor of Taiwan, the Labour Tribunal of Hong Kong or any applicable other similar Governmental Authority responsible for the prevention of unlawful employment practicespractices brought by any employee of the Company or its Subsidiaries, (iv) notice to the knowledge of the intent of Company, any investigation by any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them the Company’s labor or notice that such investigation is in progressemployment practices, or (v) notice any complaint or lawsuit pending or, to the knowledge of the Company, threatened before any complaint, lawsuit or other proceeding pending or threatened in any forum Governmental Authority by or on behalf of any present or former employee of such entities, any applicant for employment the Company or classes its Subsidiaries alleging violations of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipthereof. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor employee of the Company or any of the Company’s Subsidiaries’ Subsidiaries is in material violation of (i) any restrictive covenant, covenant or nondisclosure obligation or fiduciary duty to agreement with the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to agreement with a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary informationinformation of such former employer, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of the Company’s Subsidiaries is party to a settlement agreement with outstanding obligations with a current or former officer, officer or employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to of sexual harassment, sexual misconduct or unlawful discrimination by either against any current (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee Executive-level Employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or aboveSubsidiaries. To the knowledge of the Company, in the last three (3) years, there are no material allegations of sexual harassment, sexual misconduct or unlawful discrimination have been made against any current (iy) an officer of the Company or any of the Company’s Subsidiaries or (iiz) an employee Executive-level Employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or aboveSubsidiaries, in each case except as would not be made to or reasonably be expected to befiled with the human resources department of the Company or the Company’s Subsidiaries by another employee of the Company or the Company’s Subsidiaries and currently pending or being investigated. (f) In the past three (3) years, individually or in the aggregate, material to the Company and its SubsidiariesSubsidiaries have not implemented any “mass layoffs” or “plant closings”, taken as a wholesuch terms are defined under the Worker Adjustment and Retraining Notification Act, or implemented any group terminations, group layoffs or similar workforce actions that required notices be provided to employees of the Company or its Subsidiaries pursuant to any similar state or foreign Law where any material liability remains outstanding, including the Employment (Retrenchment Reporting) Notification 2019 of Singapore, Labor Code of the Philippines and its Implementing Rules and Regulations, the Department of Labor and Employment Department of the Philippines Order No. 147-15, series of 2015, the Employment Act 1955 and the Employment (Retrenchment) Notification 2004 of Malaysia, the Labor Standards Act of Taiwan, the Act for Worker Protection of Mass Redundancy of Taiwan, and the Employment Ordinance of Hong Kong (Chapter 57 of the Laws of Hong Kong).

Labor Relations; Employees. (a) Except as set forth on Section 5.15(aThe Company and its -------------------------- subsidiaries are not (either individually or jointly) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party parties to or bound by any collective bargaining agreement or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any none of the employees of the Company or its Subsidiaries in the past three (3) years. In the past three (3) yearssubsidiaries are represented by any labor organization and, to the knowledge of the CompanyCompany or its subsidiaries, there has no union claims to represent these employees have been made. There have been no labor organization activity involving any union organizing activities or requests for union representation with respect to employees of the Company or any of its Subsidiaries and subsidiaries within the past five years. Since January 1, 1995, there has not occurred or been threatened any strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to employees of the Company or its subsidiaries. There are no actual pending or, to the knowledge of the CompanyCompany or its subsidiaries, threatened strike, slowdown, work stoppage, lockout or other unfair labor dispute practice charges against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a wholesubsidiaries. (b) Each The Company and each of its subsidiaries have not during the past two years effectuated a "plant closing" or "mass layoff" (as defined in the Worker Adjustment and Retraining Notification Act) affecting any of their sites of employment or one or more facilities or operating units within any site of employment or facility, nor will the Company and or its Subsidiaries are, and have been for subsidiaries take any such action within the past three (3) years, in compliance with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material 90 day period prior to the business of the Company and its Subsidiaries, taken as a wholeEffective Time. (c) Except where it would not be or reasonably be expected to be, individually or The Company and each of its subsidiaries have complied in the aggregate, all material respects with all applicable laws pertaining to the business employment or termination of employment of their respective employees, including all such laws relating to labor relations, equal employment opportunities, fair employment practices, prohibited discrimination or distinction and other similar employment activities. (d) Except as set forth in Schedule 4.12(d) to the Company Disclosure Letter, there is no pending or, to the knowledge of the Company and or its Subsidiariessubsidiaries, in the past three (3) years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before any applicable Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before any applicable Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum litigation by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor contractor) of the Company or any the outcome of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except as which would not be or reasonably be expected to beto, individually or in the aggregate, material have a Material Adverse Effect or any existing liability pertaining in any manner to the business employment (or in the case of an independent contractor, retention of services) and/or termination of such employment (or in the case of an independent contractor, termination of such services) by the Company and its Subsidiaries, taken as of such present or former employee (or independent contractor) which would reasonably be expected to have a wholeMaterial Adverse Effect. (e) Neither The Company has previously provided the Company nor any Parent with a true, correct and complete list, as of the Company’s Subsidiaries is party to a settlement agreement with a current or former officerdate of this Agreement, employee or independent contractor of the Company name and rate of base salary (or any other form of base compensation) payable to each person who, on the Company’s Subsidiaries that involves allegations relating to sexual harassmentdate hereof, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) is an employee of the Company or and/or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer subsidiary. There is no individual who provides services to a member of the board of directors) or above. To the knowledge of the Company, in the last three (3) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries subsidiary who is classified as independent contractor who, under applicable Federal income tax laws, rules or (ii) regulations, should be characterized as an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholeemployee.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a) of the Company Disclosure Letter, (i) neither Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative body has requested orcontract, nor, to the knowledge Knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries in the past three (3) years. In the past three (3) years, to the knowledge of the Company, are there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and there has been no actual or, represented by a works’ council or a labor organization in relation to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other labor dispute against or affecting their employment by the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each of the Company and its Subsidiaries arenor, and have been for the past three (3) years, in compliance with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its SubsidiariesCompany’s Knowledge, taken as a whole. (c) Except where it would not be are there any activities or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in the past three (3) years, the Company and its Subsidiaries have not received written (i) notice proceedings of any unfair labor practice charge or material complaint pending or threatened before union to organize any applicable Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before any applicable Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor employees of the Company or any of its Subsidiaries or compel the Company or any of its Subsidiaries to bargain with any labor union or labor organization, in each case that is or could reasonably be material to the Company’s Subsidiaries’ . There is in material violation no pending or, to the Knowledge of the Company, threatened (i) labor strike or (ii) material dispute, walkout, work stoppage, slowdown, demonstration, leafleting, picketing, boycott, work-to-rule campaign, sit-in, sick-out, union election, governmental investigation or lockout with respect to employees of the Company or any restrictive covenantof its Subsidiaries, nondisclosure obligation and no such (i) labor strike or fiduciary duty (ii) material dispute, walkout, slowdown, demonstration, leafleting, picketing, boycott, work-to-rule campaign, sit-in, sick-out, union election, governmental investigation, or lockout has occurred since December 31, 2004. No material grievance or arbitration demand or proceeding, or unfair labor practice charge or proceeding, whether or not filed pursuant to a collective bargaining agreement, has been filed, is pending or has been threatened against the Company or its Subsidiaries that could reasonably be expected to result in any material liability to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (eb) Neither the Company nor any of the Company’s its Subsidiaries is a party to, or otherwise bound by, any material consent decree with, or citation by, any Governmental Entity relating to a settlement agreement with a its current or former officeremployees, employee officers or independent contractor of directors or employment practices. (c) Neither the Company nor any of its Subsidiaries has incurred any material liability or obligation which remains unsatisfied under the Worker Adjustment and Retraining Notification Act or any state or local Laws regarding the termination or layoff of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct employees or discrimination by either notice thereof. (d) Schedule 3.16(d) contains a true and complete list of (i) an officer of the Company any material written claim by any past or any of the Company’s Subsidiaries or (ii) an present employee of the Company or any of the Company’s its Subsidiaries at the level or any labor organization on behalf of Director (for the avoidance of doubt, any employee that such title does not refer employee or union member was subject to a member of the board of directors) any wrongful discharge or above. To the knowledge of the Company, in the last three (3) years, no allegations of sexual harassment, sexual misconduct or any employment discrimination have been made against (i) an officer of by the Company or any of the Company’s its Subsidiaries or its management; or (ii) an employee any written notice of any material Proceeding by any Government Entity of any alleged wrongful employment or labor practice by the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or aboveits Subsidiaries, in each case except as would not be under clause (i) or reasonably be expected to be(ii), individually or in the aggregatesince January 1, material to the Company and its Subsidiaries, taken as a whole2004.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement agreement, or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries in the past three (3) years. In the past three (3) years, to the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each of the Company and its Subsidiaries are, and have been for the past three (3) years, in compliance with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (c) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in the past three (3) years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any applicable other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of the Company’s Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above. To the knowledge of the Company, in the last three (3) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. (f) In the past three (3) years, the Company and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations where any material liability remains outstanding. Since January 1, 2020, the Company and its Subsidiaries have not engaged in layoffs, furloughs, employment terminations (other than for cause) or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent. The Company, taken as a whole with its Subsidiaries, has sufficient employees to operate the business of the Company and its Subsidiaries as currently conducted.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a) of the Company Disclosure Letter, (i) neither Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or other labor-related agreement or arrangement with any similar agreementlabor union or other employee representative body, (ii) no such collective bargaining agreement or other labor-related agreement is being negotiated by the Company or any of the Company’s Subsidiaries, (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or other employee representative body with respect to their employment with the Company or its Subsidiaries, and (iiiiv) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to organize or represent any of the employees of the Company or its Subsidiaries in with respect to their employment with the past three (3) yearsCompany or its Subsidiaries. In the past three (3) years, to the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and there has been no actual or, to the knowledge of the Company, threatened unfair labor practice charge, material grievance, material arbitration, strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each Except as set forth on Section 4.14(b), each of the Company and its Subsidiaries are, and have been for the past three (3) years, in compliance in all material respects with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, issues and unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a wholeinsurance. (c) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business as set forth on Section 4.14(c) of the Company and its SubsidiariesDisclosure Letter, in the past three (3) years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any applicable other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) To the knowledge of the Company, no employee of the Company or any of the Company’s Subsidiaries having an annual base salary is in excess of $350,000 per year intends to terminate his or her employment within the next twelve (12) months. (e) Except as set forth on Section 4.14(e) of the Company Disclosure Letter, the Company and its Subsidiaries are not and have not been (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment related actions for government contractors or subcontractors, or (iii) otherwise required to maintain an affirmative action plan. (f) Except as set forth on Section 4.14(f) of the Company Disclosure Letter, to the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in violation in any material violation respect of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a wholeTrade Secrets. (eg) Neither the Company nor any of the Company’s Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to in a member of the board of directors) or abovesenior managerial position. To the knowledge of the Company, in the last three five (35) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at in a senior managerial position. (h) In the level past three (3) years, the Company and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of Director the Workers’ Adjustment and Retraining Notification Act or any similar state or local Law relating to group terminations of employment. Except as set forth on Section 4.14(h) of the Company Disclosure Letter, the Company and its Subsidiaries have not engaged in layoffs, furloughs, terminations of employment (other than for cause, which, for the avoidance of doubt, such title does not refer to a member includes termination of the board of directorsemployment for poor performance) or aboveeffected any broad-based salary or other compensation or benefits reductions, in each case except case, whether temporary or permanent, since January 1, 2020 through the date hereof. The Company, taken as would not be or reasonably be expected a whole with its Subsidiaries, has sufficient employees to be, individually or in operate the aggregate, material to business of the Company and its Subsidiaries, taken Subsidiaries as a wholecurrently conducted.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a) of the Company Disclosure Letter, (i) neither the Company nor any None of Embraer or its Subsidiaries is a party to or bound by any collective bargaining agreement Collective Bargaining Agreement with any labor or trade union, works council, employee representative body or labor organization or association (collectively, a “Labor Organization”) covering any similar agreementUAM Business Employee, (ii) no such agreement Collective Bargaining Agreement is being negotiated by the Company Embraer or any of the Company’s Subsidiariesits Subsidiaries with any Labor Organization, and (iii) no labor union UAM Business Employee is represented by any Labor Organization with respect to their employment with Embraer or any other employee representative body has requested orof its Subsidiaries, as applicable, and (iv) no Labor Organization has, to the knowledge Knowledge of the CompanyEmbraer, has sought requested or made a pending demand for recognition or certification or is seeking to organize or represent any of the employees UAM Business Employees with respect to their employment with Embraer or any of the Company or its Subsidiaries in the past three Subsidiaries, as applicable. (3b) years. In the past three (3) yearsyears through the date hereof, to the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and there has been no actual or, to the knowledge Knowledge of the CompanyEmbraer, threatened unfair labor practice charge, material grievance, material arbitration, strike, slowdown, work stoppage, lockout lockout, picketing, hand billing, or other material labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material with respect to the business of the Company and its Subsidiaries, taken as a wholeUAM Business Employees. (bc) Each of the Company Embraer and its Subsidiaries are, and have been for the past three (3) years, in compliance with all applicable Laws respecting labor and employment of the UAM Business Employees, including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. versus non-exempt status and employee vs. versus independent contractor and worker status), occupational safety, child labor, immigration, affirmative action, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, issues and unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authorityinsurance, except where the failure to comply would not be individually or in the aggregate reasonably be expected to be, individually or result in the aggregate, material liability to the business of UAM Business, taken as a whole, or the Company and its Subsidiaries, taken as a whole. (cd) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in In the past three (3) years, the Company and none of Embraer or any of its Subsidiaries have not (in each case, solely to the extent involving any UAM Business Employee) has received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any applicable other Governmental Authority against them, (ii) notice of any material complaints, grievances or arbitrations arising out of any collective bargaining agreement Collective Bargaining Agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, progress or (v) notice of any material complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee or any person alleged to be a current or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract contract of employment, any applicable Law governing employment or the termination thereof thereof, labor or employment relations and practices, or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case case, except as would not be or reasonably be expected to benot, individually or in the aggregate, reasonably be expected to result in material liability to the business of UAM Business, taken as a whole, or the Company and its Subsidiaries, taken as a whole. (e) Neither To the Company nor any Knowledge of Embraer, during the Company’s Subsidiaries is party to a settlement agreement with a current past three (3) years through the date hereof, there have been no employment discrimination or former officeremployment sexual harassment or sexual misconduct allegations raised, employee brought, threatened, or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations settled relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries UAM Business Employees at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) Vice President or above. To During the knowledge of the Company, in the last past three (3) yearsyears through the date hereof, no neither Embraer nor any of its Subsidiaries has entered into any settlement agreements resolving, in whole or in part, allegations of sexual harassment, harassment or sexual misconduct or discrimination have been made against (i) an officer of the Company or by any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries UAM Business Employee at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) Vice President or above, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a4.14(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or any other labor-related agreement or arrangement with any similar agreementlabor union, labor organization or works council, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union union, labor organization or works council with respect to their employment with the Company or any of its Subsidiaries, (iv) no labor union, works council, group of employees, or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries in the past three (3) yearsSubsidiaries. In the past three (3) years, to the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and Subsidiaries. In the past three (3) years, there has been no actual or, to the knowledge of the Company, threatened unfair labor practice charge, material grievance, material arbitration, strike, slowdown, work stoppage, picketing, hand billing, lockout or other labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each of the Company and its Subsidiaries are, and have been for the past three (3) years, in compliance in all material respects with all applicable Laws respecting labor and employment including, but not limited to, all applicable Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee worker classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, issues and unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a wholeinsurance. (c) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in In the past three (3) years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any applicable other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) The Company and its Subsidiaries are not and have not been: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment-related actions for government contractors or subcontractors, or (iii) otherwise required to maintain an affirmative action plan. (e) To the knowledge of the Company, no present or former employee, worker employee or independent contractor of the Company or any of the Company’s Subsidiaries’ is in violation in any material violation respect of (i) any term of any employment agreement, nondisclosure agreement, restrictive covenant, common law nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ Subsidiaries or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (ef) Neither the Company nor any of the Company’s Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to harassment (including sexual harassment), sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or aboveSubsidiaries. To the knowledge of the Company, in the last past three (3) years, no allegations of harassment (including sexual harassment), sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries. (g) The Company and its Subsidiaries at the level of Director have not (i) engaged in layoffs, furloughs, employment terminations (other than for the avoidance of doubt, such title does not refer to a member of the board of directorscause) or aboveeffected any broad-based salary or other compensation or benefits reductions, in each case case, whether temporary or permanent, since January 1, 2020 through the date hereof, and (ii) have not incurred any liability or obligation under the Workers Adjustment and Retraining Notification Act of 1988, as amended, or any similar state or local Law relating to plant closings, layoffs or group terminations that remains unsatisfied. The Company, taken as a whole with its Subsidiaries, has sufficient employees to operate the business of the Company and its Subsidiaries as currently conducted. (h) To the knowledge of the Company, no employee of the Company or any Company’s Subsidiaries intends to terminate his or her employment within the twelve (12) months immediately following the date of this Agreement. (i) All employees of the Company and its Subsidiaries classified as “exempt” under the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq., and applicable state wage and hour laws are, and since the date that the Company employed its first employee, have been, properly classified as “exempt,” except as would not be or reasonably be expected to be, individually or result in the aggregate, material liability to the Company and or any of its Subsidiaries. Each individual who has provided services to the Company or any of its Subsidiaries as an independent contractor or consultant is or during the past three (3) years was properly classified and properly treated as an independent contractor or consultant by the Company or its applicable Subsidiary, taken except as would not result in material liability to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has a wholesingle employer, joint employer, alter ego or similar relationship with any other company.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a4.14(a) of the Company Disclosure LetterAARK Schedules, (i) neither the no Group Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement agreement, or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the a Group Company’s Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the Group Company employees of the Company or its Subsidiaries in the past three (3) years. In the past three (3) years, to the knowledge of the Company, there has been no material labor organization activity involving any employees of the Group Company or any of its Subsidiaries employees and there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other labor dispute against or affecting the Company or any Subsidiary of the a Group Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its SubsidiariesGroup Companies, taken as a whole. (b) Each of the Group Company and its Subsidiaries areis, and have has been for the past three (3) years, in material compliance with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law Law and maintained by any Governmental Authority, except where the failure to comply as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its SubsidiariesGroup Companies, taken as a whole. (c) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its SubsidiariesGroup Companies, in the past three (3) years, the no Group Company and its Subsidiaries have not has received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before any applicable Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before any applicable Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the a Group Company or any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the a Group Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the such Group Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (e) Neither the No Group Company nor any of the Company’s Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of the a Group Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the a Group Company or any of the Company’s Subsidiaries or (ii) an employee of the a Group Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) Vice President or above. To the knowledge of the Company, in the last three (3) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (iA) an officer of the a Group Company or any of the Company’s Subsidiaries or (iiB) an employee of the a Group Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) Vice President or above, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its SubsidiariesGroup Companies, taken as a whole.

Labor Relations; Employees. (a) Except as set forth on in Section 5.15(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement agreement, or any similar labor agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, its Subsidiaries and (iii) no labor union or any other employee representative body has requested orhas, to the knowledge of the Company, has requested or sought to represent any of the employees of the Company or any of its Subsidiaries in with respect to their employment with the past three (3) yearsCompany or any of its Subsidiaries. In the past three (3) yearsThere is no, and to the knowledge of the Company, there has not been no in the past three years, labor organization activity involving any employees of the Company or any of its Subsidiaries and Subsidiaries. In the past three years, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each To the knowledge of the Company, each of the Company and its Subsidiaries are, and have been for during the past three (3) years, in compliance with all applicable Laws respecting labor and employment including, but not limited to, including all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, issues and unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authorityinsurance, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (c) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in During the past three (3) two years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any applicable other Governmental Authority against them, and to the knowledge of the Company, none is threatened, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaintsagreement, grievances or arbitration procedures against themand to the knowledge of the Company, none is threatened, (iii) notice of any material charge or material complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any applicable similar Governmental Authority responsible for the prevention of unlawful employment practices, and to the knowledge of the Company, none is threatened, or (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes and to the knowledge of the foregoing alleging breach of any express or implied Contract of employmentCompany, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipnone is threatened. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ its Subsidiaries is in violation in any material violation respect of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s its Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ its Subsidiaries or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of the Company’s Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor has knowledge of the Company or any of the Company’s Subsidiaries that involves sexual harassment allegations relating to sexual harassment, sexual misconduct officers or discrimination by either (i) an officer directors of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above. To the knowledge of the Company, in the last three (3) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its SubsidiariesSubsidiaries made within the past three years, taken that, if known to the public, would bring the Company and its Subsidiaries into material disrepute. (f) All payments due from the Company on account of wages or other compensation, and employee health and welfare insurance and other benefits, have been paid or accrued in all material respects in accordance with GAAP as a wholeliability on the books of the Company. (g) During the past three years, the Company and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar U.S. state law relating to group terminations or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent.

Labor Relations; Employees. (a) Except as set forth on in Section 5.15(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement agreement, or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries in the past three (3) years. In the past three (3) years, to the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each of the Company and its Subsidiaries are, and have been for the past three (3) years, in compliance with all applicable Laws in all material respects (such materiality assessed with respect to a Company Material Adverse Effect) relating to the employment of labour, including, but not limited to, those related to wages, hours, holiday pay and the calculation of holiday pay, collective bargaining, equal employment opportunity, disability rights or benefits, occupational health and safety, immigration, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, individual and collective consultation, equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance, notice of termination, and redundancy, and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing and, to the Company’s knowledge, there is no fact, matter or circumstance that is reasonably likely to give rise to any such liability respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law Laws and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (c) No material liability (such materiality assessed with respect to a Company Material Adverse Effect) has been incurred by the Company or any of its Subsidiaries for breach of any contract of service or for services, for redundancy payments (including protective awards) or for compensation for wrongful dismissal or unfair dismissal or for failure to comply with any order for the reinstatement or re-engagement of any employee and, to the Company’s knowledge, there is no fact, matter or circumstance that is reasonably likely to give rise to any such liability. (d) There have not been and are no claims or proceedings pending, and to the Company’s knowledge, threatened against the Company or any of its Subsidiaries by an employee or wxxxxxx or third party, in respect of their employment or appointment including in respect of an accident or injury which is not covered by insurance or by an employee in relation to their terms and conditions of employment or appointment and, to the Company’s knowledge, there is no fact, matter or circumstance that is reasonably likely to give rise to any such claim. (e) Every employee who requires an employment pass or other required permit to work in Singapore or in each jurisdiction the Company or its Subsidiaries carries on business, has a current employment pass or such other required permit and permission to work in Singapore or such other jurisdiction. (f) Except where it would as set forth in Section 5.6(a) and Section 5.6(e) of the Company Disclosure Letter and save to give effect to, and as contemplated by, the provisions of this Agreement, the execution and completion of this Agreement will not enable any directors, officers or employees of the Company or any of its Subsidiaries to terminate their employment or receive any bonus, incentive, payment or other benefit that is triggered by a change in control of the Company. (g) There are not in existence any contracts of service with the directors, officers or employees of the Company or any of its Subsidiaries which cannot be terminated by three (3) months’ notice or reasonably be expected less without giving rise to beany claim for damages or compensation (other than payment in lieu of the relevant notice period or payment required under applicable Laws). (h) Except as set forth in Section 5.6(a) and Section 5.6(e) of the Company Disclosure Letter, individually and save to give effect to, and as contemplated by, the provisions of this Agreement neither the Company nor any of its Subsidiaries currently has or in the aggregatepast had, material or is proposing or bound to introduce, any share incentive, share option, profit sharing, bonus, commission or other incentive or benefit scheme for any of its present or former directors, officers or employees, save as contemplated under this Agreement or in discussion solely with the Acquiror. (i) Neither the Company nor any of its Subsidiaries have in place any redundancy policies where the severance benefits or retrenchment benefits offered thereunder to employees of the Company, or its Subsidiaries, are in excess of the amounts required to be offered under applicable Laws. (j) Save as required under applicable Laws, there is no obligation, agreement or arrangement (whether funded or unfunded), including any pension plans, retirement schemes, employee benefit plan, social security, social fund or similar schemes, which the Company, or any of its Subsidiaries, contributes to or has contributed to or to the business Company’s knowledge, may become liable to contribute to or to satisfy under, which benefits are payable on termination, retirement or on death of any employee (or ex-employee) of the Company, or its Subsidiaries. Neither the Company nor any of its Subsidiaries has or have had any liability or obligation with respect to any defined benefit plan or arrangement with respect to any employees, former employees or the dependents of each of them and, to the Company’s knowledge, there is no fact, matter or circumstance that is reasonably likely to give rise to any such liability or obligation. (k) Neither the Company nor any of its Subsidiaries have entered into any written collective bargaining agreement applicable to the employees employed by the Company or its Subsidiaries and, to the Company’s knowledge, none are being presently negotiated. (l) In the last three (3) years, neither the Company, nor any of its Subsidiaries, have been involved in any material industrial or trade dispute (such materiality assessed with respect to a Company Material Adverse Effect) with its employees or its works council or any other employee representative body and, in the same period, neither the Company nor any of its Subsidiaries have experienced any strike, slow down or work stoppage. (m) All salary components paid to employees (in cash, benefits in kind or otherwise) by the Company or its Subsidiaries have been duly declared and reported, in accordance with applicable Laws. (n) All accruals for unpaid vacation pay, premiums for employment insurance, health insurance premiums, pension plans and retirement scheme premiums, accrued wages, salaries and commissions and employee benefit plan payments (including any social security, social fund or similar contributions) of the Company and each Subsidiary for the last five (5) years have been properly reflected in the books and records of the Company and each of its Subsidiaries. (o) The Company and each of its Subsidiaries have paid all vacation pay, in accrued wages, salaries and commissions, employee benefit plan payments and contribution (including Central Provident Fund and any social security, social fund or similar contributions) as may be required under legally binding contracts and/or applicable Laws and has made all deductions required by applicable Laws to be made from employees, officers and directors or commissioners’ salaries or other remuneration and have remitted all such deductions to the relevant Governmental Authority. (p) In the past three (3) years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any applicable other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (dq) To the knowledge of the Company, no No present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure non-disclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (er) Neither the Company nor any of the Company’s Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above. To the knowledge of the Company, in In the last three (3) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above. (s) Since January 1, in each case except as would not be or reasonably be expected to be2021, individually or in the aggregate, material to the Company and its SubsidiariesSubsidiaries have not engaged in layoffs, furloughs, employment terminations (other than for cause) or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent. The Company, taken as a wholewhole with its Subsidiaries, has sufficient employees to operate the business of the Company and its Subsidiaries as currently conducted.

Labor Relations; Employees. (a) Section 3.13(a) of the Seller Disclosure Schedule contains a list of all Business Employees (referenced via code names), and contractors or other service providers providing services to the Business, as of the date hereof and sets forth for each such individual the following as of the date hereof: (i) hire date, (ii) annual base compensation or hourly rate; (iii) whether they are part of a collective bargaining unit, (iv) commission, bonus or other incentive-based compensation; (v) work location; (vi) leave status; (vii) exempt/non-exempt classification, (viii) whether the individual is performing work under a government contract, and (ix) a description of any material fringe benefits provided to each such individual. Such information shall be updated upon reasonable request by Buyer and five days prior to the Closing Date. (b) Except as set forth on in Section 5.15(a3.13(b) of the Company Seller Disclosure LetterSchedule, (i) neither none of Parent, Seller or their respective Subsidiaries (with respect to their current Business Employees) or the Company nor any of its Subsidiaries Sold Companies is a party to or bound by any collective bargaining agreement or any similar agreement, (ii) no such agreement there is being negotiated by no, and has not been any for the Company past three years, material unfair labor practice charge or any of comparable or analogous complaint pending before the Company’s SubsidiariesNational Labor Relations Board (or equivalent regulatory body, tribunal or authority) against Parent, Seller or their respective Subsidiaries (with respect to its current and former Business Employees) or the Sold Companies, and (iii) no labor union there is no, and has not been for the past three years any, material grievance, material arbitration hearing, or any other employee representative body has requested material arbitration award pending or, to the knowledge Knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries in the past three (3) years. In the past three (3) years, to the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and there has been no actual or, to the knowledge of the CompanySeller, threatened strikeagainst Parent, slowdown, work stoppage, lockout Seller or other labor dispute against their respective Subsidiaries (with respect to its current or affecting former Business Employees) or the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a wholeSold Companies. (bc) Each Except as set forth in Section 3.13(c) of Seller Disclosure Schedule, (i) Parent, Seller and their respective Subsidiaries (with respect to their current and former Business Employees) and the Company and its Subsidiaries Sold Companies are, and have been for the past three (3) years, in compliance in all material respects with all applicable Laws respecting labor Laws, Contracts, agreements, and policies relating to employment including, but not limited to, all Laws respecting and terms and conditions of employment, health and safety, including Laws regarding wages and hourshours (including those regulating the timing of payments, holiday pay wage notices, classification of employees as exempt or non-exempt, payment of overtime and minimum wages, hours of work, and provision of mandated meal and rest breaks), Government contract compliance, termination of employment (including any obligations pursuant to the calculation Worker Adjustment and Retraining Notification Act of holiday pay1988 (or similar laws) (the “WARN Act”), working timeoccupational safety and health, employee human rights, classification of service providers as independent contractors, consultants or employees, immigration, background checks, employment record retention, and paid and unpaid leave, and (ii) there is no material Proceeding pending, and have been no material Proceedings in the past three years, against Seller or its Affiliates (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights their current or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice former Business Employees) or arrangement that is required under applicable law and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (c) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in the past three (3) years, the Company and its Subsidiaries have not received written (i) notice Sold Companies alleging violations of any unfair labor practice charge or material complaint pending or threatened before any applicable Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before any applicable Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigrationLaws, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum otherwise brought by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of the Company’s Subsidiaries is party to a settlement agreement with a current or former officer, employee Business Employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above. To the knowledge of the Company, in the last three (3) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholeapplicant.)

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a4.14(a) of the Company Disclosure Letter, (i) as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement agreement, works council agreement, or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries in the past three (3) yearsSubsidiaries. In the past three (3) years, to To the knowledge of the Company, there has have been no labor organization activity involving any employees of the Company or any of its Subsidiaries and Subsidiaries. In the past three (3) years, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except . (b) Except as would not, and would not be or reasonably be expected to beto, individually or in the aggregate, be material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each , each of the Company and its Subsidiaries are, and have been for the past three (3) years, in compliance with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, background checks, employment discrimination, harassment, retaliation, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, pay equity, workers’ compensation, labor relations, employee leave issues, issues and unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a wholeinsurance. (c) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in In the past three (3) years, the Company and its Subsidiaries have not received written (i) notice of any material unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any applicable other Governmental Authority against them, (ii) notice of any complaints, material grievances or arbitrations Actions arising out of any collective bargaining agreement, works council agreement, or any similar agreement or any other material complaints, grievances or arbitration procedures Actions against them, (iii) notice of any material charge or complaint Action with respect to or relating to them pending before the Equal Employment Opportunity Commission, California Department of Fair Employment and Housing or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of workhours, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding material Action pending or threatened in any forum by or on behalf of any present or former employee employee, worker or independent contractor of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipforegoing. (d) To the knowledge of the Company, no employee of the Company or its Subsidiaries with an annual base salary in excess of $250,000 intends to terminate his or her employment. (e) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ its Subsidiaries is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except . (f) Except as would not, and would not be or reasonably be expected to beto, individually or in the aggregate, be material to the business of the Company and its Subsidiaries, taken as a whole. (e) Neither , neither the Company nor any of the Company’s its Subsidiaries is party to a settlement agreement with a current or former director, officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct misconduct, discrimination or discrimination retaliation by either (i) a director or an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) Sr. Manager or above. To the knowledge of the Company, in the last three five (35) years, no allegations of sexual harassment, sexual misconduct misconduct, discrimination or discrimination retaliation have been made against (i) a director or an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) Sr. Manager or above, in each case except . (g) Except as would not, and would not be or reasonably be expected to beto, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, (i) in the past three (3) years, the Company and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations and (ii) the Company, taken as a whole with its Subsidiaries, employs or otherwise engages the Persons sufficient to operate the business of the Company and its Subsidiaries as currently conducted.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a4.14(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s 's Subsidiaries, and (iii) no labor union or any other employee representative body (the "Employee Representative") has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries Subsidiaries. (b) Except as set forth on Section 4.14(b) of the Company Disclosure Letter, there is no Employee Representative which must be notified or consulted in connection with the past three (3) yearstransactions contemplated by this Agreement and the Ancillary Agreements. In the past three (3) years, to To the knowledge of the Company, there has been is no labor organization activity involving any employees of the Company or any of its Subsidiaries and Subsidiaries. In the past three (3) years preceding the date of this Agreement, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, unfair labor claim, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (bc) Each of the Company and its Subsidiaries are, and have been for the past three (3) yearsyears preceding the date of this Agreement, in compliance with all applicable Laws respecting labor and employment in all material respects including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hourshours (including minimum wage and payment of overtime), meal and rest breaks, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ ' compensation, and labor relations. The Company and its Subsidiaries have in their files a Form I-9 that, to the knowledge of the Company, was completed in accordance with applicable Law in all material respects for each employee leave issues, unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is for whom such form was required under applicable law and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business Law. (d) Except as set forth on Section 4.14(d) of the Company and its SubsidiariesDisclosure Letter, taken as a whole. (c) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company date of this Agreement, and its Subsidiaries, in the past three (3) yearsyears preceding the date of this Agreement,] there are no pending or, to the knowledge of the Company, threatened lawsuits, actions, suits, judgements, claims proceedings under any labor and employment Laws against the Company or any of the Company's Subsidiaries, except as would not be, or would not reasonably be expected to be, material to the Company and its Subsidiaries taken as a whole. In the past three (3) years preceding the date of this Agreement, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any applicable other Governmental Authority against them, (ii) notice of any complaints, audits, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against themagreement, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, or (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, except in each case except as would not be be, or would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of the Company’s 's Subsidiaries is party to a settlement agreement with a current or former officer, employee or individual independent contractor of the Company or any of the Company’s 's Subsidiaries that that has outstanding unfulfilled obligations in excess of $100,000 involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s 's Subsidiaries or (ii) an employee of the Company or any of the Company’s 's Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) Vice President or above. To the knowledge of the Company, in the last three (3) yearsyears preceding the date of this Agreement, no allegations of Legal Proceedings alleging sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s 's Subsidiaries or (ii) an employee of the Company or any of the Company’s 's Subsidiaries at the level of Director Vice President or above. (for f) In the avoidance past four (4) years preceding the date of doubtthis Agreement, the Company has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act"), or any similar foreign, state or local Law, and no such title does not refer action will be implemented without advance notification to a member Acquiror. (g) The Company delivered to Acquiror an Employee Census prior to the date hereof that was true, correct and complete in all material respects as of the board date on which it is delivered. (h) Neither the Company nor any of directorsits Subsidiaries is liable for any material delinquent payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority (other than the United States) in violation of a statutory obligation, or abovewith respect to any material unemployment compensation benefits, social security, insurance, work or other statutory benefits or obligations including gratuity payments and provident fund contributions, in each case except as would not required by any Governmental Authority (other than the United States) (other than routine payments to be or reasonably be expected to be, individually or made in the aggregate, material to the Company normal course of business and its Subsidiaries, taken as a wholeconsistent with past practice).

Labor Relations; Employees. (a) Except as set forth on Section 5.15(aIn the past three (3) of the Company Disclosure Letteryears, (i) neither the Company nor any of its Subsidiaries is or has ever been a party to or bound by any collective bargaining agreement agreement, or any similar agreement, Contract or arrangement with a labor union, trade union or other organization or body involving any of its employees or employee representatives, or is otherwise required (iiunder any Law, under any Contract or otherwise) to provide benefits or working conditions under any of the foregoing, and no such agreement is being or has been negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union union, works council or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries in the past three (3) yearsSubsidiaries. In the past three (3) years, to To the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries. The Company or any of its Subsidiaries are not and there for the past three (3) years has never been no actual ora member of any employers’ association or organization. In the past three (3) years, to the knowledge of the Company, Company and/or its Subsidiaries has never had any threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each Except as set forth in Section 4.14(b) of the Company and its Subsidiaries areDisclosure Letter, and have been for in the past three (3) years, each of the Company and its Subsidiaries is, and has been, in compliance in all material respects with all applicable Laws respecting labor labor, employees and employment issues, including, but not limited to, all Laws respecting terms and conditions of employment, termination of employment, occupational health and safety, wages and hours, overtime and overtime payment, working during rest days, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, privacy issues, fringe benefits and employment practices, immigration, employment discrimination, harassment, disability rights or benefits, notices to employees, pay slips, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance insurance, social security (or similar) and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law housing allowance fund and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregatepast three years (3), material to the business of the Company and/or any of its Subsidiaries is not engaged and its Subsidiaries, taken as a wholehas never been engaged in any material unfair labor practice of any nature. (c) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in In the past three (3) years, neither the Company and nor any of its Subsidiaries have not ever received written notice of (i) notice of any unfair labor practice charge or material complaint pending before the National Labor Relations Board or threatened before any applicable other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or expressly relating to them or notice that such investigation is in progressthem, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshiprelationship except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries taken as a whole, and with respect to each of clauses (i) through (v) herein, no such matters are pending or to the knowledge of the Company, threatened. (d) To the knowledge of the Company, no employee of the Company or any Company’s Subsidiaries with annual base salary in excess of US$160,000 or at the level of Vice President or higher has provided written notice to the Company that such employee intends to terminate his or her employment. (e) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (i) any term of any employment Contract, invention assignment agreement, patent disclosure agreement, restrictive covenantcovenants including non-competition and non-solicitation, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or unauthorized use of trade secrets or proprietary informationinformation except, in each case except case, as would not be or reasonably be expected to benot, individually or in the aggregate, be material to the business of the Company and its Subsidiaries, Subsidiaries taken as a whole. (ef) Neither In the past three (3) years, neither the Company nor any of the Company’s Subsidiaries is has been party to a written settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual or other harassment, sexual misconduct or discrimination by either (i) an any employee or officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or aboveSubsidiaries. To the knowledge of the Company, in the last three (3) years, no allegations of sexual or other harassment, sexual misconduct or discrimination have been made against (i) an any employee or officer of the Company or any of the Company’s Subsidiaries. (g) In the past three (3) years, neither the Company nor any of the Company’s Subsidiaries has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as set forth in Section 4.14 of the Company Disclosure Letter. (iih) an employee In the past three (3) years, neither the Company nor any of the Company’s Subsidiaries has closed any site of employment, effectuated any group layoffs of employees, group furloughs, group employment terminations or implemented any early retirement, exit incentive, or other group separation program, nor as of the date of this Agreement, has the Company or any of the Company’s Subsidiaries at the level of Director (planned or announced any such action or program for the avoidance of doubtfuture, such title does not refer to a member whether temporary or permanent. (i) In the past three (3) years, the Company and each of the board Company’s Subsidiaries has complied in all material respects with their respective obligations under applicable Law or any agreement with a labor union, works council or any other employee representative body to inform, consult with and/or obtain consent from any such entity. The consent or consultation of, or the rendering of directors) formal advice by, any labor or abovetrade union, in each case except as would works council or other employee representative body is not be required by applicable Law or reasonably be expected any agreement with any such entity for the Company to beenter into this Agreement or to consummate any of the Transactions. As of the date of this Agreement, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholeSubsidiaries do not engage any personnel through manpower agencies.

Labor Relations; Employees. (a) Except as set forth on in Section 5.15(a3.14(a) of the Company Disclosure LetterSchedule, as of the date hereof: (i) neither the Company nor and each Subsidiary is in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours or work and occupational safety and health, and there are no arrears in the payment of wages or social security taxes, and is not engaged in any of its Subsidiaries is a party act or practice which would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act or bound by any collective bargaining agreement or any similar agreementother applicable Laws, (ii) there is no such agreement is being negotiated by unfair labor practice charge or complaint against the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries in the past three (3) years. In the past three (3) years, to the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and there has been no actual Subsidiary pending or, to the knowledge of the Company, threatened in writing before the National Labor Relations Board or Equal Opportunity Commission or any similar state, local or foreign agency, (iii) there is no labor strike, organizational drive, dispute, slowdown, work stoppagestoppage or lockout pending, lockout affecting or, to the knowledge of the Company, threatened against the Company or other labor dispute against any Subsidiary, (iv) the Company and each Subsidiary is not a party to or affecting bound by any collective bargaining or similar agreement and (v) there are no pending or, to the knowledge of the Company, threatened union organizing activities among the employees of the Company or any Subsidiary and none of the employees of the Company is or has been represented by any labor union while employed by the Company. Schedule 3.14(a) of the Disclosure Schedule lists each of the Company, in each case except as would ’s or its Subsidiaries’ employees who are not be or reasonably be expected to be, individually or in the aggregate, material subject to the business Company’s standard vacation policy and the liability related to any such employee’s accrued but unused vacation. Such liability reflects accurately what would be owed to each such employee for accrued but unused vacation if such employee were to leave the employ of the Company and or its Subsidiaries, taken Subsidiary as a wholeof the date hereof. (b) Each Section 3.14(b) of the Disclosure Schedule contains a list of each oral or written pension, profit-sharing or other retirement, compensation, employment, consulting, change in control, severance and/or termination agreement, deferred compensation, stock option, stock appreciation, stock purchase, performance share and/or other equity compensation, bonus and/or other incentive, severance and/or termination pay, health, and group insurance plan, program, agreement or arrangement, as well any other “employee benefit plan” (within the meaning of Section 3(3) of ERISA) that the Company and its Subsidiaries sponsor, maintain, contribute and/or have any actual or contingent liability or obligation with respect to current or former employees, directors, consultants and/or other service providers of the Company and its Subsidiaries are(each such plan, and have been for program or arrangement being hereinafter referred to in this Agreement individually as a “Plan”). Except as set forth in Section 3.14(b) of the past three (3) yearsDisclosure Schedule, in compliance with all applicable Laws respecting labor and employment includingno amount is currently payable or will become payable solely as a result of the transactions contemplated hereby on account of any retention plans or agreements, but not limited toseverance plans, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigrationbonus plans, employment discriminationagreements, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice other plan agreement or arrangement that is required under applicable law and maintained by to which any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and or any of its Subsidiaries, taken as Subsidiaries is a wholeparty. (c) Except where it would not be The Company has made available to Buyer or reasonably be expected to beBuyer’s counsel a true and complete copy of each Plan, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in the past three (3) yearsall amendments thereto, the Company most recent IRS determination letter (if any), and its Subsidiaries have not received written the most recent annual report (iif any) notice of any unfair labor practice charge or material complaint pending or threatened before any applicable Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect required to or relating to them pending before any applicable Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct be filed in connection with the employment relationshipsuch Plan. (d) Each Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter from the IRS that remains in effect on the date hereof. To the knowledge of the Company, no present or former employee, worker or independent contractor event has occurred since such favorable determination letter was issued that is reasonably likely to jeopardize the tax-qualified status of the Company or any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a wholePlan. (e) Neither All contributions due with respect to any Plan that is subject to Title I of ERISA have been timely made as required under ERISA and have been properly accrued on the Company Financials, in accordance with GAAP (except as indicated in the notes thereto). The reserves reflected in the Company Financials for the obligations of the Company under all Plans are adequate and were determined in accordance with GAAP. (f) No Plan is subject to the provisions of Section 412 of the Code, Part 3 of Subtitle B of Title I of ERISA, or Title IV of ERISA. (g) No Plan constitutes a “multiemployer plan” (within the meaning of Section 3(37) of ERISA) nor a “multiple employer plan” (as described in Section 413(c) of the Code) , and, with respect to the Company, neither the Company nor any of its ERISA Affiliates has, in the Company’s Subsidiaries is party past six years, contributed to or otherwise had any obligation or liability in connection with any multiemployer plan or multiple employer plan. (h) The Company has not engaged in a settlement agreement with a current or former officer, employee or independent contractor “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) and no “prohibited transaction” has occurred with respect to any Plan that would result in material liability to the Company or any under Section 4975 of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct Code or discrimination by either Section 406 of ERISA. (i) an officer of Each Plan has been operated in all material respects in accordance with its terms and applicable Laws including without limitation the Company Code and ERISA, and will continue to be so operated until the Closing Date. (j) Other than routine claims for benefits, there are no actions, claims, lawsuits or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubtarbitrations pending or, such title does not refer to a member of the board of directors) or above. To the knowledge of the Company, threatened with respect to any Plan. In addition, the Company has received no notification that there are any audits, inquiries, reviews, proceedings or demands pending for any Plan with any governmental or regulatory agency. (k) Except as set forth in Section 3.14(k) of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not (A) result in any material payment or benefit becoming due to any current or former employee, director, consultant or other service provider of the Company, (B) materially increase any benefits or compensation payable under any Plan, or (C) result in the last three acceleration of time of payment or vesting of any such benefits or compensation. (3l) years, no allegations Each Plan that is maintained for the benefit of sexual harassment, sexual misconduct employees of any Subsidiary of the Company located outside of the United States has been maintained in all material respects in accordance with its terms and with all legal requirements applicable thereto and has been funded or discrimination have been made against provided for in accordance with the Laws applicable thereto. (m) No Plan that is an employee welfare benefit plan as described in Section 3(l) of ERISA (i) an officer of the requires that Company and/or its Subsidiaries provide medical or death benefits with respect to any of the Company’s Subsidiaries employee or (ii) an former employee of the Company or any its predecessors after termination of employment, except as required under Section 4980B of the Company’s Subsidiaries at Code or Part 6 of Title I of ERISA or other applicable Law, and (ii) is a group health plan that is a self-insured plan. In addition, with respect to each Plan that is an employee welfare benefit plan, the level Company has materially complied with the notice and continuation coverage requirements, and all other requirements, of Director (for the avoidance of doubt, such title does not refer to a member Section 4980B of the board Code and Parts 6 and 7 of directorsTitle I of ERISA, and the regulations thereunder. (n) or aboveEach Plan that is a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of the Code) and that is subject to Section 409A of the Code has been operated and administered in good faith compliance, in each case except as would not be or reasonably be expected to beall material respects, individually or in with Section 409A of the aggregateCode from the period beginning January 1, material to the Company and its Subsidiaries, taken as a whole2005.

Labor Relations; Employees. (a) Except as set forth on in Section 5.15(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement agreement, or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries in the past three (3) years. In the past three (3) years, to the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each of the Company and its Subsidiaries are, and have been for the past three (3) years, in compliance with all applicable Laws in all material respects (such materiality assessed with respect to a Company Material Adverse Effect) relating to the employment of labour, including, but not limited to, those related to wages, hours, holiday pay and the calculation of holiday pay, collective bargaining, equal employment opportunity, disability rights or benefits, occupational health and safety, immigration, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, individual and collective consultation, equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance, notice of termination, and redundancy, and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing and, to the Company’s knowledge, there is no fact, matter or circumstance that is reasonably likely to give rise to any such liability respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law Laws and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (c) No material liability (such materiality assessed with respect to a Company Material Adverse Effect) has been incurred by the Company or any of its Subsidiaries for breach of any contract of service or for services, for redundancy payments (including protective awards) or for compensation for wrongful dismissal or unfair dismissal or for failure to comply with any order for the reinstatement or re-engagement of any employee and, to the Company’s knowledge, there is no fact, matter or circumstance that is reasonably likely to give rise to any such liability. (d) There have not been and are no claims or proceedings pending, and to the Company’s knowledge, threatened against the Company or any of its Subsidiaries by an employee or wxxxxxx or third party, in respect of their employment or appointment including in respect of an accident or injury which is not covered by insurance or by an employee in relation to their terms and conditions of employment or appointment and, to the Company’s knowledge, there is no fact, matter or circumstance that is reasonably likely to give rise to any such claim. (e) Every employee who requires an employment pass or other required permit to work in Singapore or in each jurisdiction the Company or its Subsidiaries carries on business, has a current employment pass or such other required permit and permission to work in Singapore or such other jurisdiction. (f) Except where it would as set forth in Section 5.6(a) and Section 5.6(e) of the Company Disclosure Letter and save to give effect to, and as contemplated by, the provisions of this Agreement, the execution and completion of this Agreement will not enable any directors, officers or employees of the Company or any of its Subsidiaries to terminate their employment or receive any bonus, incentive, payment or other benefit that is triggered by a change in control of the Company. (g) There are not in existence any contracts of service with the directors, officers or employees of the Company or any of its Subsidiaries which cannot be terminated by three (3) months’ notice or reasonably be expected less without giving rise to beany claim for damages or compensation (other than payment in lieu of the relevant notice period or payment required under applicable Laws). (h) Except as set forth in Section 5.6(a) and Section 5.6(e) of the Company Disclosure Letter, individually and save to give effect to, and as contemplated by, the provisions of this Agreement neither the Company nor any of its Subsidiaries currently has or in the aggregatepast had, material or is proposing or bound to introduce, any share incentive, share option, profit sharing, bonus, commission or other incentive or benefit scheme for any of its present or former directors, officers or employees, save as contemplated under this Agreement or in discussion solely with the Acquiror. (i) Neither the Company nor any of its Subsidiaries have in place any redundancy policies where the severance benefits or retrenchment benefits offered thereunder to employees of the Company, or its Subsidiaries, are in excess of the amounts required to be offered under applicable Laws. (j) Save as required under applicable Laws, there is no obligation, agreement or arrangement (whether funded or unfunded), including any pension plans, retirement schemes, employee benefit plan, social security, social fund or similar schemes, which the Company, or any of its Subsidiaries, contributes to or has contributed to or to the business Company’s knowledge, may become liable to contribute to or to satisfy under, which benefits are payable on termination, retirement or on death of any employee (or ex-employee) of the Company, or its Subsidiaries. Neither the Company nor any of its Subsidiaries has or have had any liability or obligation with respect to any defined benefit plan or arrangement with respect to any employees, former employees or the dependents of each of them and, to the Company’s knowledge, there is no fact, matter or circumstance that is reasonably likely to give rise to any such liability or obligation. (k) Neither the Company nor any of its Subsidiaries have entered into any written collective bargaining agreement applicable to the employees employed by the Company or its Subsidiaries and, to the Company’s knowledge, none are being presently negotiated. (l) In the last three (3) years, neither the Company, nor any of its Subsidiaries, have been involved in any material industrial or trade dispute (such materiality assessed with respect to a Company Material Adverse Effect) with its employees or its works council or any other employee representative body and, in the same period, neither the Company nor any of its Subsidiaries have experienced any strike, slow down or work stoppage. (m) All salary components paid to employees (in cash, benefits in kind or otherwise) by the Company or its Subsidiaries have been duly declared and reported, in accordance with applicable Laws. (n) All accruals for unpaid vacation pay, premiums for employment insurance, health insurance premiums, pension plans and retirement scheme premiums, accrued wages, salaries and commissions and employee benefit plan payments (including any social security, social fund or similar contributions) of the Company and each Subsidiary for the last five (5) years have been properly reflected in the books and records of the Company and each of its Subsidiaries. (o) The Company and each of its Subsidiaries have paid all vacation pay, in accrued wages, salaries and commissions, employee benefit plan payments and contribution (including Central Provident Fund and any social security, social fund or similar contributions) as may be required under legally binding contracts and/or applicable Laws and has made all deductions required by applicable Laws to be made from employees, officers and directors or commissioners’ salaries or other remuneration and have remitted all such deductions to the relevant Governmental Authority. (p) In the past three (3) years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any applicable other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (dq) To the knowledge of the Company, no No present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure non-disclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (er) Neither the Company nor any of the Company’s Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above. To the knowledge of the Company, in In the last three (3) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above. (s) Since November 18, in each case except as would not be or reasonably be expected to be2022, individually or in the aggregate, material to the Company and its SubsidiariesSubsidiaries have not engaged in layoffs, furloughs, employment terminations (other than for cause) or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent. The Company, taken as a wholewhole with its Subsidiaries, has sufficient employees to operate the business of the Company and its Subsidiaries as currently conducted.

Labor Relations; Employees. (a) Except as set forth on in Section 5.15(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement agreement, or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, its Subsidiaries and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or any of its Subsidiaries in the past three (3) yearsSubsidiaries. In the past three (3) yearsThere is no, and to the knowledge of the Company, there has been no not been, labor organization activity involving any employees of the Company or any of its Subsidiaries and Subsidiaries. In the past three (3) years, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each of the Company and its Subsidiaries are, and have been for during the past three (3) years, in compliance with all applicable Laws respecting labor and employment including, but not limited to, including all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, issues and unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authorityinsurance, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (c) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in During the past three two (32) years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any applicable other Governmental Authority against them, and to the knowledge of the Company, none is threatened, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, and to the knowledge of the Company, none is threatened, (iii) notice of any material charge or complaint with respect to or relating to them the Company pending before the U.S. Equal Employment Opportunity Commission or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, and to the knowledge of the Company, none is threatened, or (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them the Company or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) To and to the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ none is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a wholethreatened. (ed) Neither the Company nor any of the Company’s Subsidiaries is party reasonably expects any material liabilities with respect to a settlement agreement with a current any sexual harassment, or former officerother discrimination, employee retaliation or independent contractor policy violation allegations, or has knowledge of any such allegations relating to officers, directors, employees, contractors, or agents of the Company and its Subsidiaries, that, if known to the public, would reasonably be expected to bring material economic harm to the Company and its Subsidiaries. (e) All payments due from the Company on account of wages have been paid or any accrued in all material respects in accordance with IFRS or GAAP, as applicable, as a liability on the books of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either . (if) an officer of During the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above. To the knowledge of the Company, in the last past three (3) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its SubsidiariesSubsidiaries have not engaged in layoffs, taken as a wholefurloughs or employment terminations sufficient to trigger application of the U.S. Workers’ Adjustment and Retraining Notification Act or any similar state or local Law relating to group terminations or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a) of the Company Disclosure Letter, (i) neither Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement agreement, or any similar agreementlabor-related agreement with any labor union or similar labor organization representing employees of the Company or any of the Company’s Subsidiaries, (ii) and no such agreement is currently being negotiated by the Company or any of the Company’s Subsidiaries, and (iiiii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, no labor union or any other similar labor organization has sought a certification or representation petition currently pending before any applicable labor relations tribunal or similar Governmental Authority seeking to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there has been no labor organizing activity involving any employees of the Company or any of its Subsidiaries in the past three (3) years. In the past three (3) years, to the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and there has been no actual or, to the knowledge of the Company, threatened strike, concerted slowdown, concerted work stoppage, lockout or other labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each of the Company and its Subsidiaries are, are and have been for the past three (3) years, in compliance with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status)classification, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, and employee leave issues, unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, Subsidiaries taken as a whole. (c) Except where it In the past three (3) years, except as would not be or reasonably be expected to be, individually or in the aggregate, be material to the business of the Company and its Subsidiaries, in the past three Subsidiaries (3) yearstaken as a whole), the Company and its Subsidiaries have not received written been party to (i) notice of any unfair labor practice charge or material labor complaint pending or, to the knowledge of the Company threatened, before the U.S. National Labor Relations Board or threatened before any applicable other similar labor-related Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or pending before any other material complaints, grievances or arbitration procedures against themGovernmental Authority, (iii) notice of any material charge or complaint with respect pending or to or relating to them pending the knowledge of the Company threatened, before any applicable Governmental Authority responsible for the prevention of unlawful employment practicespractices brought by any employee of the Company or its Subsidiaries, (iv) notice to the knowledge of the intent of Company, any investigation by any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them the Company’s labor or notice that such investigation is in progressemployment practices, or (v) notice any complaint or lawsuit pending or, to the knowledge of the Company, threatened before any complaint, lawsuit or other proceeding pending or threatened in any forum Governmental Authority by or on behalf of any present or former employee of such entities, any applicant for employment the Company or classes its Subsidiaries alleging violations of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof involving an amount claimed against any of the Company or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipits Subsidiaries that exceeds $100,000. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor employee of the Company or any of the Company’s Subsidiaries’ Subsidiaries is in material violation of (i) any restrictive covenant, covenant or nondisclosure obligation or fiduciary duty to agreement with the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to agreement with a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary informationinformation of such former employer, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of the Company’s Subsidiaries is party to a settlement agreement with outstanding obligations with a current or former officer, officer or employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to of sexual harassment, sexual misconduct or unlawful discrimination by either against any current (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee Executive-level Employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or aboveSubsidiaries. To the knowledge of the Company, in the last three (3) years, there are no material allegations of sexual harassment, sexual misconduct or unlawful discrimination have been made against any current (iy) an officer of the Company or any of the Company’s Subsidiaries or (iiz) an employee Executive-level Employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or aboveSubsidiaries, in each case except as would not be made to or reasonably be expected to befiled with the human resources department of the Company or the Company’s Subsidiaries by another employee of the Company or the Company’s Subsidiaries and currently pending or being investigated. (f) In the past three (3) years, individually or in the aggregate, material to the Company and its SubsidiariesSubsidiaries have not implemented any “mass layoffs” or “plant closings”, taken as a wholesuch terms are defined under the Worker Adjustment and Retraining Notification Act, or implemented any group terminations, group layoffs or similar workforce actions that required notices be provided to employees of the Company or its Subsidiaries pursuant to any similar state or foreign Law where any material liability remains outstanding.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a4.14(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement agreement, or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) in the past three (3) years, no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries in the past three (3) yearsSubsidiaries. In the past three (3) years, to the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, be material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each of the Company and its Subsidiaries are, and have been for the past three (3) years, in compliance with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, issues and unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authorityinsurance, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (c) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in In the past three (3) years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or or, to the knowledge of the Company, threatened before the National Labor Relations Board or any applicable other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before any applicable Governmental Authority responsible for the prevention of unlawful employment practicesEqual Employment Opportunity Commission, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case case, except as would not be or reasonably be expected to be, individually or in the aggregate, be material to the business of the Company and its Subsidiaries, taken as a whole. (ed) Neither In the Company nor any of the Company’s Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above. To the knowledge of the Company, in the last past three (3) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its SubsidiariesSubsidiaries have not engaged in layoffs, taken as a wholefurloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations, the liability for which has not been satisfied in all material respects. The Company and its Subsidiaries have not engaged in material layoffs, furloughs, employment terminations (other than for cause) or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2020 through the date hereof.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a4.14(a) of the Company Disclosure Letter, : (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement agreement, or any similar agreement, agreement or arrangement; (ii) no such agreement or such other arrangement is being negotiated by the Company or any of the Company’s Subsidiaries, and ; (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries Subsidiaries; and (iv) there are no representation or certification proceedings or petitions seeking a representation proceeding pending or, to the knowledge of the Company, threatened in writing to be brought or filed with the past three (3) yearsNational Labor Relations Board or any other applicable labor relations authority with respect to employees of the Company or its Subsidiaries. In the past three (3) years, to the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, labor organization activity, lockout or other material labor dispute or similar activity against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each of the Company and its Subsidiaries are, and have been for the past three (3) years, in material compliance with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, and unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a wholeinsurance. (c) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in In the past three (3) years, the Company and its Subsidiaries have not received written (i) notice of any material unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any applicable other Governmental Authority against them, ; (ii) notice of any material complaints, grievances or arbitrations arising out of any collective bargaining agreement to which the Company or any other material complaints, grievances or arbitration procedures against them, its Subsidiaries is bound; (iii) notice of any material charge or complaint with respect to or relating to against them pending before the Equal Employment Opportunity Commission or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, ; (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, ; or (v) notice of any material complaint, lawsuit or other proceeding pending or threatened in before any forum Governmental Authority against them by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, breach of any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries Subsidiaries; or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of material trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a wholesecrets. (e) Neither In the past three (3) years, the Company nor and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state or local Law relating to group terminations. The Company and its Subsidiaries have not engaged in layoffs or furloughs or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2020 through the date hereof. (f) In the past three (3) years: (i) no allegations of sexual harassment or sexual misconduct have been made in writing, or, to the knowledge of the Company’s Subsidiaries is party , threatened to a settlement agreement with a be made against or involving any current or former officer, director or other employee at the level of Vice President or above by any current or former officer, employee or independent contractor individual service provider of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or its Subsidiaries; and (ii) an employee of neither the Company or nor any of the Company’s its Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above. To the knowledge of the Companyhas entered into any settlement agreements resolving, in the last three (3) yearswhole or in part, no allegations of sexual harassment, harassment or sexual misconduct by any current or discrimination have been made against (i) an officer of the Company former officer, director or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a wholeother key employee.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a4.14(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement agreement, or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries in the past three (3) yearsSubsidiaries. In the past three (3) years, to To the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and Subsidiaries. In the past three (3) years, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each of the Company and its Subsidiaries are, and have been for the past three (3) years, in compliance with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, issues and unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authorityinsurance, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (c) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in In the past three (3) years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any applicable other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of the Company’s Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) Vice President or above. To the knowledge of the Company, in the last three five (35) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) Vice President or above. (f) In the past three (3) years, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its SubsidiariesSubsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations. The Company and its Subsidiaries have not engaged in layoffs, furloughs, employment terminations (other than for cause) or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2020 through the date hereof. The Company, taken as a wholewhole with its Subsidiaries, has sufficient employees to operate the business of the Company and its Subsidiaries as currently conducted.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a) of the Company Disclosure Letter, (i) neither Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement Collective Bargaining Agreement with any labor or any similar agreementtrade union, works council, employee representative body or labor organization or association (collectively, a “Labor Organization”), (ii) no such agreement Collective Bargaining Agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union employees of the Company or any other employee representative body has requested orof its Subsidiaries are represented by any Labor Organization with respect to their employment with the Company or its Subsidiaries, and (iv) no Labor Organization has, to the knowledge of the Company, has requested or made a pending demand for recognition or certification or sought to organize or represent any of the employees of the Company or its Subsidiaries in the past three (3) years. In the past three (3) years, with respect to the knowledge of the Company, there has been no labor organization activity involving any employees of their employment with the Company or any of its Subsidiaries and Subsidiaries. (b) Except as would not be material, since April 8, 2019, there has been no actual or, to the knowledge of the Company, threatened unfair labor practice charge, material grievance, material arbitration, strike, slowdown, work stoppage, lockout lockout, picketing, hand billing, or other material labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (bc) Each of the Company and its Subsidiaries are, and have been for the past three two (32) years, in compliance with all applicable Laws respecting labor and employment employment, including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, issues and unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authorityinsurance, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (cd) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business as set forth on Section 4.14(d) of the Company and its SubsidiariesDisclosure Letter, in the past three two (32) years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any applicable other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement Collective Bargaining Agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, in each case as would result in material liability to the Company and its Subsidiaries. (de) The Company and its Subsidiaries are not currently (i) a government contractor or subcontractor (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment-related actions for government contractors or subcontractors, or (iii) otherwise required to maintain an affirmative action plan; and, within the past three (3) years, neither the Company nor any of its Subsidiaries has received any written notice of, or been charged with, any violation of any requirement to maintain an affirmative action plan. Table of Contents (f) To the knowledge of the Company, no present or former current employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ its Subsidiaries is in material violation of (i) any material term of any employment agreement, restrictive covenant, nondisclosure obligation or fiduciary duty (i) to the Company or any of the Company’s its Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ its Subsidiaries or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (eg) Neither the Company nor any of the Company’s its Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s its Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or any form of illegal discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or aboveSubsidiaries. To the knowledge of the Company, in the last three five (35) years, no allegations of sexual harassment, sexual misconduct or any form of illegal discrimination have been made against (i) an officer of the Company or any of its Subsidiaries. (h) In the Company’s Subsidiaries or past three (ii3) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubtyears, such title does not refer to a member of the board of directors) or above, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its SubsidiariesSubsidiaries are and have been in compliance in all material respects with all notice and other requirements under the Worker Adjustment and Retraining Notification Act of 1988 and any similar foreign, state or local law relating to plant closings and layoffs. Except as set forth on Section 4.14(h) of the Company Disclosure Letter, the Company and its Subsidiaries have not engaged in broad-based layoffs, furloughs, employment terminations (other than for cause) or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2020 through the date hereof. The Company, taken as a wholewhole with its Subsidiaries, has sufficient employees to operate the business of the Company and its Subsidiaries as currently conducted.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a) of the Company Disclosure Letter, (i) neither (A) There is no labor strike, dispute, slowdown, stoppage or lockout pending, affecting, or, to the Company nor knowledge of Heafxxx, xxreatened against Heafxxx xx any of its Subsidiaries, and during the last five years there has not been any such action; (B) there are no union claims to represent the employees of Heafxxx xx any of its Subsidiaries nor have there been any such claims within the last five years; (C) there is no written or oral contract, commitment, agreement, understanding or other arrangement with any labor organization, nor work rules or practices agreed to with any labor organization or employee association, applicable to employees of Heafxxx xx any of its Subsidiaries, nor is Heafxxx xx any of its Subsidiaries a party to or bound by any collective bargaining agreement or any similar agreement; (D) there is, (ii) and within the last two years there has been, no such agreement is being negotiated by representation of the Company or employees of Heafxxx xx any of the Company’s Subsidiaries, and (iii) no its Subsidiaries by any labor union or any other employee representative body has requested ororganization and, to the knowledge of the CompanyHeafxxx, has sought to represent any of xxere are no union organizing activities among the employees of Heafxxx xx any of its Subsidiaries, nor does any question concerning representation exist concerning such employees; (E) Section 2.3(m)(i) of the Heafxxx Xxxclosure Schedule sets forth all personnel policies, rules or procedures (whether written or oral) applicable to employees of Heafxxx xx any of its Subsidiaries, and Heafxxx xxx delivered to the Company complete and accurate copies of all such written policies, rules or its Subsidiaries in the past three procedures plus summaries of all oral policies, rules or procedures; (3F) years. In the past three (3) years, to the knowledge none of the Company, there has been no labor organization activity involving any employees of the Company or Heafxxx xx any of its Subsidiaries and there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout engaged in any act or other labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or practice which could reasonably be expected to be, individually or constitute an unfair labor practice as defined in the aggregateNational Labor Relations Act or other applicable law, material to the business ordinance, regulation, interpretation or order and each of the Company and its Subsidiaries, taken as a whole. (b) Each Heafxxx xxx each of the Company and its Subsidiaries areis, and have been has for the past three (3) yearsfive years been, in compliance in all material respects with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (c) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in the past three (3) years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before any applicable Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before any applicable Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of the Company’s Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above. To the knowledge of the Company, in the last three (3) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.all

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a4.14(a) of the Company Disclosure Letter, (i) neither none of the Company nor any of its Subsidiaries Group Members is a party to or bound by any collective bargaining agreement CBA, works council agreement, or any similar agreementContract or any bargaining relationship with any labor union, (ii) works council, labor organization or other employee representative; no such agreement is being negotiated by the any Company or any of the Company’s Subsidiaries, and (iii) Group Member; no labor union union, works council, labor organization or any other employee representative body has requested or, to the knowledge of the CompanyCompany Group Members, has sought to represent any of the employees of the Company Group Members; and none of the employees of any of the Company Group Members is represented by a labor union, works council, labor organization or its Subsidiaries in the past three (3) yearsemployee representative with respect to their employment with any Company Group Member. In the past three (3) years, to To the knowledge of the Company, there has been no labor organization organizing activity involving any employees of the Company or any of its Subsidiaries and Group Members. In the past three (3) years, there has been no actual or, to the knowledge of the CompanyCompany Group Members, threatened unfair labor practice charge, strike, slowdown, work stoppage, lockout lockout, picketing, hand billing, or other material labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a wholeGroup Members. (b) Each of the The Company and its Subsidiaries Group Members are, and have been for the past three one (31) yearsyear, in compliance in all material respects with all applicable Laws respecting labor and employment includingemployment, but not limited to, including all Laws respecting terms and conditions of employment, employment standards, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee and worker classification (with respect to both including correct classification of independent contractors and of employees as exempt vs. and non-exempt status and employee vs. independent contractor and worker statusexempt), child labor, immigrationimmigration (including with respect to the completion of Forms I-9 and visa requirements), employment discriminationharassment, disability rights or benefits, equal opportunity discrimination and equal payretaliation, plant closures and layoffslayoffs (including the Worker Adjustment and Retraining Notification Act of 1988, affirmative actionor any similar Laws (“WARN Act”)), workers’ compensation, labor relationspaid time off, employee leave issues, and unemployment insurance insurance. The Company Group Members do not have and contributions required do not reasonably expect to be made have any liability with respect to any statutory planmisclassification of any Person as an independent contractor, programtemporary employee, practice leased employee or arrangement that is required under applicable law any other servant or agent compensated other than through reportable wages (as an employee) paid by the Company (each, a “Contingent Worker”) and maintained by no Contingent Worker has been improperly excluded from any Governmental Authority, except where Company Benefit Plan. To the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business knowledge of the Company and its SubsidiariesGroup Members, taken as a wholethere are no material Legal Proceedings pending or threatened, relating to current or former employees of any Company Group Member. (c) Except where it as would not be or reasonably be expected to be, individually or result in the aggregate, material to the business of the liability for any Company and its SubsidiariesGroup Member, in the past three one (31) yearsyear, the 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 its Subsidiaries have not received written (i) notice of any unfair labor practice charge current and former employees under applicable Law, Contract or material complaint pending or threatened before any applicable Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before any applicable Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipcompany policy. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of the Company’s Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above. To the knowledge of the Company, in the last three (3) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a4.14(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement agreement, or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries in the past three (3) yearsSubsidiaries. In the past three (3) years, to To the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and Subsidiaries. Since January 1, 2020, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each of the Company and its Subsidiaries (i) are, and have been for during the past last three (3) years, in compliance with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issuesissues and unemployment insurance, unemployment insurance and contributions (ii) have withheld and reported all amounts required by any legal requirement to be made withheld and reported with respect to wages, salaries and other payments or compensation to any statutory planCompany employee or other service provider, program, practice and (iii) have no liability for any arrears of wages or arrangement that is required under applicable law and maintained by any Governmental Authoritypenalty for failure to comply with any of the foregoing, except in each case of prongs (i)-(iii) where the failure to comply would not be or reasonably be expected to beresult, individually or in the aggregate, in material liability to the business of the Company and or its Subsidiaries, taken as a whole. (c) Except where it would not be or reasonably be expected to be, individually or in During the aggregate, material to the business of the Company and its Subsidiaries, in the past last three (3) years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any applicable other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets Trade Secrets or proprietary information. (e) Since January 1, 2020, the Company and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations or effected any broad-based salary or other compensation or benefits reductions, in each case except case, whether temporary or permanent. (f) To the knowledge of the Company, (i) no allegations of harassment, discrimination or misconduct have been made against any officer or director of the Company or its Subsidiaries, and (ii) the Company and its Subsidiaries have not entered into any settlement agreement or conducted any investigation related to allegations of harassment, discrimination or misconduct by a director, officer, employee, contractor or other agent of the Company or its Subsidiaries. (g) Except as would not be or reasonably be expected to beresult, individually or in the aggregate, in material liability to the business of the Company and or its Subsidiaries, taken as a whole. (e) Neither the Company nor any of the Company’s Subsidiaries is party to a settlement agreement with a current or former officeris, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (and for the avoidance of doubt, such title does not refer to a member of the board of directors) or above. To the knowledge of the Company, in the last three (3) yearsyears has been, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer in compliance in all respects with the requirements of the Company or any Immigration Reform Control Act of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole1986.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a) of the Company Disclosure Letter, in Schedule 3.19(a): (i) neither the Company nor the Subsidiaries are delinquent in payments to any of its Subsidiaries is a party employees for any wages, salaries, commissions, bonuses or other compensation for any services performed by them to date or bound by any collective bargaining agreement or any similar agreementamounts required to be reimbursed to such employees, (ii) there is no such agreement is being negotiated by unfair labor practice complaint against the Company or the Subsidiaries pending before the National Labor Relations Board or any of the Company’s Subsidiariesother Governmental Entity, and (iii) there is no labor union strike, dispute, slowdown or any other employee representative body has requested stoppage actually pending or, to the knowledge of the CompanyCompany or the Subsidiaries, has sought to represent any of threatened against or involving the Company or the Subsidiaries, (iv) no labor union currently represents the employees of the Company or its the Subsidiaries in the past three (3) years. In the past three (3) years, to the knowledge of the Company, there has been and no labor organization activity involving union has taken any action within the last 10 years with respect to organizing the employees of the Company or any of its Subsidiaries and there the Subsidiaries, (v) no key employee has been no actual or, to informed the knowledge of Company that such employee will or may terminate his or her employment or engagement with the Company, threatened strikeand (vi) all material amounts due for all salary, slowdownwages, work stoppagebonuses, lockout commissions, vacation with pay, pension benefits or other labor dispute against or affecting employee benefits have been accrued by the Company or any Subsidiary and the Subsidiaries; (b) Schedule 3.19(b) contains a correct and complete list of the Companyeach employee, independent contractor and consultant earning an annual base salary in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business excess of $80,000 of the Company and its the Subsidiaries, taken whether actively at work or not, their salaries, wage rates, commissions and consulting fees, bonus arrangements, benefits, positions, ages, status as a whole. (b) Each full-time or part-time employees and length of service. Except as set forth on Schedule 3.19(b), no employee of the Company and its or the Subsidiaries are, and have been for the past three (3) years, in compliance with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions has any agreement as to length of notice or severance payment required to terminate his or her employment, health and safety, wages and hours, holiday pay and other than such as results by Law from the calculation employment of holiday pay, working time, an employee classification (with respect without an agreement as to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights notice or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a wholeseverance. (c) Except where as set forth on Schedule 3.19(c), the Company's execution and delivery of, and performance of its obligations under, this Agreement and the Related Documents to which it would is a party, and the consummation of the transactions contemplated hereby and thereby, will not be (i) result in any payment (including, without limitation, severance, unemployment compensation, "golden parachute", bonus or reasonably be expected otherwise) becoming due from the Company or the Subsidiaries to beany director, individually officer or employee of such Person, (ii) increase any such benefits otherwise payable, or (iii) result in the aggregate, acceleration of the time of payment or vesting of any such benefits; and (d) The Company and its ERISA Affiliates have complied in all material respects with all Laws relating to the business hiring and retention of all employees, leased employees and independent contractors relating to wages, hours, Employee Plans, equal opportunity, collective bargaining and the payment of social security and other Taxes except where the failure to so comply has not had and will not have a Material Adverse Effect on the Company and its Subsidiaries, in the past three (3) years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before any applicable Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before any applicable Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of the Company’s Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above. To the knowledge of the Company, in the last three (3) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Labor Relations; Employees. (a) Except as set forth on in Section 5.15(a6.22(a) of the Company MultiplAI Disclosure Letter, all compensation, including wages, commissions and bonuses, due and payable to all employees of MultiplAI for services performed on or prior to the date hereof have been paid in full. MultiplAI has not granted any credit, loan or any other kind of financing to any employee or independent contractor. (ib) neither the Company nor any of its Subsidiaries MultiplAI is not a party to or bound by any collective bargaining agreement agreement, or any similar agreementlabor-related agreement with any labor union or similar labor organization representing its employees, (ii) and no such agreement is currently being negotiated by the Company or any of the Company’s Subsidiariesnegotiated, and (iii) to the knowledge of MultiplAI, no labor union or any other employee representative body similar labor organization has requested or, to the knowledge of the Company, has sought a certification or representation petition currently pending before any applicable labor relations tribunal or similar Governmental Authority seeking to represent any of its employees. To the knowledge of MultiplAI, there has been no labor organizing activity involving any of its employees of the Company or its Subsidiaries in the past three (3) years. In the past three (3) years, to the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and there has been no actual or, to the knowledge of the CompanyMultiplAI, threatened strike, concerted slowdown, concerted work stoppage, lockout or other labor dispute against or affecting the Company or any Subsidiary of the CompanyMultiplAI, in each case except as would not have been or could be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a wholeMultiplAI. (bi) Each of the Company and its Subsidiaries are, and have MultiplAI has been for the past three (3) yearsin compliance, in compliance all material respects, with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status)classification, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance overtime, collective bargaining and contributions the payment and withholding of taxes, social security contributions, and other sums as required by the appropriate Governmental Authority and where required, maintain adequate and up to be made with respect to date records and are not liable for any statutory planarrears of wages, programtaxes, practice penalties or arrangement that is required under applicable law and maintained by any Governmental Authority, except where the other sums for failure to comply would not be with any of the foregoing; (ii) no employee has been or is being investigated in connection with any misconduct, nor subject to any disciplinary action in connection with such misconduct that could reasonably be expected to be, individually or in the aggregate, cause any material damage to the reputation or business of MultiplAI; and (iii) to the Company and its Subsidiariesknowledge of MultiplAI no employee has engaged in any conduct or cover-up of such conduct, taken as a wholeor aided or assisted any other person or entity to engage in any conduct that could cause or has caused any material damage to the reputation or business of MultiplAI or any employee, including, but not limited to, any conduct constituting sexual misconduct, harassment (including sexual harassment), discrimination or retaliation. (cd) Except where it would MultiplAI has not be or reasonably be expected been party to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in the past three (3) years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material labor complaint pending or, to the knowledge of MultiplAI, threatened, before the U.S. National Labor Relations Board or threatened before any applicable other similar labor-related Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or pending before any other material complaints, grievances or arbitration procedures against themGovernmental Authority, (iii) notice of any material charge or complaint with respect pending or, to the knowledge of MultiplAI, threatened, before the Equal Employment Opportunity Commission, or relating to them pending before any applicable other similar Governmental Authority responsible for the prevention of unlawful employment practicespractices brought by any of its employees, (iv) notice to the knowledge of the intent of MultiplAI, any pending investigation by any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them MultiplAI’s labor or notice that such investigation is in progressemployment practices, or (v) notice any complaint or lawsuit pending or, to the knowledge of MultiplAI, threatened before any complaint, lawsuit or other proceeding pending or threatened in any forum Governmental Authority by or on behalf of any present or former employee of such entities, any applicant for employment or classes MultiplAI alleging violations of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipthereof. (de) To the knowledge No present employee of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ MultiplAI is in material violation of (i) any restrictive covenant, covenant or nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries agreement with MultiplAI or (ii) any restrictive covenant or nondisclosure obligation to agreement with a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ MultiplAI, or (B) the knowledge or use of trade secrets or proprietary informationinformation of such former employer, in each case except as the effect of such violation would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a wholeMultiplAI. (ef) Neither the Company nor any of the Company’s Subsidiaries MultiplAI is not party to a any settlement agreement with outstanding obligations with a current or former officer, officer or employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above. To the knowledge of the Company, in the last three (3) years, no allegations of sexual harassment, sexual misconduct or unlawful discrimination have been made against any current (i) an officer of the Company or any of the Company’s Subsidiaries MultiplAI or (ii) an executive-level employee of MultiplAI. To the Company knowledge of MultiplAI, there are no material allegations of sexual harassment, sexual misconduct or unlawful discrimination against any current (y) officer of the Company’s Subsidiaries at the MultiplAI or (z) executive-level employee of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or aboveMultiplAI, in each case except as would not be made to or reasonably be expected to befiled with the human resources department of MultiplAI by another employee of MultiplAI and currently pending or being investigated. (g) No employee of MultiplAI has given notice of resignation or, individually or in the aggregate, material to the Company and its Subsidiariesknowledge of MultiplAI, taken currently intends to terminate his or her service with MultiplAI expressing that any such notice or termination is as a wholeconsequence of the execution of the Transactions.

Labor Relations; Employees. (a) Except as set forth on in Section 5.15(a4.15(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement agreement, or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries in the past three (3) years. In the past three (3) years, to the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each Except as set forth in Section 4.16(b) of the Company Disclosure Letter, each of the Company and its Subsidiaries are, and have been for the past three (3) years, in compliance with all applicable Laws in all material respects (such materiality assessed with respect to a Company Material Adverse Effect) relating to the employment of labour, including, but not limited to, those related to wages, hours, holiday pay and the calculation of holiday pay, collective bargaining, equal employment opportunity, disability rights or benefits, occupational health and safety, immigration, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, individual and collective consultation, equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance, notice of termination, and redundancy, and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing and, to the Company’s knowledge, there is no fact, matter or circumstance that is reasonably likely to give rise to any such liability respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law Laws and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (c) No material liability (such materiality assessed with respect to a Company Material Adverse Effect) has been incurred by the Company or any of its Subsidiaries for breach of any contract of service or for services, for redundancy payments (including protective awards) or for compensation for wrongful dismissal or unfair dismissal or for failure to comply with any order for the reinstatement or re-engagement of any employee and, to the Company’s knowledge, there is no fact, matter or circumstance that is reasonably likely to give rise to any such liability. (d) There have not been and are no claims or proceedings pending, and to the Company’s knowledge, threatened against the Company or any of its Subsidiaries by an employee or wxxxxxx or third party, in respect of their employment or appointment including in respect of an accident or injury which is not covered by insurance or by an employee in relation to their terms and conditions of employment or appointment and, to the Company’s knowledge, there is no fact, matter or circumstance that is reasonably likely to give rise to any such claim. (e) Every employee who requires an employment pass or other required permit to work in Singapore or in each jurisdiction the Company or its Subsidiaries carries on business, has a current employment pass or such other required permit and permission to work in Singapore or such other jurisdiction. (f) Except where it would as set forth in Section 4.14(a) and Section 4.14(f) of the Company Disclosure Letter and save to give effect to, and as contemplated by, the provisions of this Agreement, the execution and completion of this Agreement will not enable any directors, officers or employees of the Company or any of its Subsidiaries to terminate their employment or receive any bonus, incentive, payment or other benefit that is triggered by a change in control of the Company. (g) There are not in existence any contracts of service with the directors, officers or employees of the Company or any of its Subsidiaries which cannot be terminated by three (3) months’ notice or reasonably be expected less without giving rise to beany claim for damages or compensation (other than payment in lieu of the relevant notice period or payment required under applicable Laws). (h) Except as set forth in Section 4.14(a) and Section 4.14(f) of the Company Disclosure Letter, individually and save to give effect to, and as contemplated by, the provisions of this Agreement neither the Company nor any of its Subsidiaries currently has or in the aggregatepast had, material or is proposing or bound to introduce, any share incentive, share option, profit sharing, bonus, commission or other incentive or benefit scheme for any of its present or former directors, officers or employees, save as contemplated under this Agreement or in discussion solely with the Acquiror. (i) Neither the Company nor any of its Subsidiaries have in place any redundancy policies where the severance benefits or retrenchment benefits offered thereunder to employees of the Company, or its Subsidiaries, are in excess of the amounts required to be offered under applicable Laws. (j) Save as required under applicable Laws, there is no obligation, agreement or arrangement (whether funded or unfunded), including any pension plans, retirement schemes, employee benefit plan, social security, social fund or similar schemes, which the Company, or any of its Subsidiaries, contributes to or has contributed to or to the business Company’s knowledge, may become liable to contribute to or to satisfy under, which benefits are payable on termination, retirement or on death of any employee (or ex-employee) of the Company, or its Subsidiaries. Neither the Company nor any of its Subsidiaries has or have had any liability or obligation with respect to any defined benefit plan or arrangement with respect to any employees, former employees or the dependents of each of them and, to the Company’s knowledge, there is no fact, matter or circumstance that is reasonably likely to give rise to any such liability or obligation. (k) Neither the Company nor any of its Subsidiaries have entered into any written collective bargaining agreement applicable to the employees employed by the Company or its Subsidiaries and, to the Company’s knowledge, none are being presently negotiated. (l) In the last three (3) years, neither the Company, nor any of its Subsidiaries, have been involved in any material industrial or trade dispute (such materiality assessed with respect to a Company Material Adverse Effect) with its employees or its works council or any other employee representative body and, in the same period, neither the Company nor any of its Subsidiaries have experienced any strike, slow down or work stoppage. (m) All salary components paid to employees (in cash, benefits in kind or otherwise) by the Company or its Subsidiaries have been duly declared and reported, in accordance with applicable Laws. (n) All accruals for unpaid vacation pay, premiums for employment insurance, health insurance premiums, pension plans and retirement scheme premiums, accrued wages, salaries and commissions and employee benefit plan payments (including any social security, social fund or similar contributions) of the Company and each Subsidiary for the last five (5) years have been properly reflected in the books and records of the Company and each of its Subsidiaries. (o) The Company and each of its Subsidiaries have paid all vacation pay, in accrued wages, salaries and commissions, employee benefit plan payments and contribution (including Central Provident Fund and any social security, social fund or similar contributions) as may be required under legally binding contracts and/or applicable Laws and has made all deductions required by applicable Laws to be made from employees, officers and directors or commissioners’ salaries or other remuneration and have remitted all such deductions to the relevant Governmental Authority. (p) In the past three (3) years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any applicable other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (dq) To the knowledge of the Company, no No present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure non-disclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (er) Neither the Company nor any of the Company’s Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above. To the knowledge of the Company, in In the last three (3) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above. (s) Since March 31, in each case except as would not be or reasonably be expected to be2023, individually or in the aggregate, material to the Company and its SubsidiariesSubsidiaries have not engaged in layoffs, furloughs, employment terminations (other than for cause) or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent. The Company, taken as a wholewhole with its Subsidiaries, has sufficient employees to operate the business of the Company and its Subsidiaries as currently conducted.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a) of the Company Disclosure Letter, (i) neither Neither the Company nor any of its Material Subsidiaries is a party to or bound by any collective bargaining agreement Collective Bargaining Agreement with any labor or any similar agreementtrade union, works council, employee representative body or labor organization or association (collectively, a “Labor Organization”), (ii) no such agreement Collective Bargaining Agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union employees of the Company or any other employee representative body has requested orof its Material Subsidiaries are represented by any Labor Organization with respect to their employment with the Company or its Subsidiaries, and (iv) no Labor Organization has, to the knowledge of the Company, has requested or made a pending demand for recognition or certification or sought to organize or represent any of the employees of the Company or its Material Subsidiaries in with respect to their employment with the past three Company or its Material Subsidiaries. (3b) years. In the past three (3) years, to the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and there has been no actual or, to the knowledge of the Company, threatened unfair labor practice charge, grievance, arbitration, strike, slowdown, work stoppage, lockout lockout, picketing, hand billing, or other similar labor dispute against or affecting the Company or any Subsidiary Material Subsidiary, except as has not had, and would not reasonably be expected to have, a material adverse effect on the ability of the CompanyCompany to enter into and perform its obligations under this Agreement or is not, in each case except as and would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (bc) Except as has not had, and would not reasonably be expected to have, a material adverse effect on the ability of the Company to enter into and perform its obligations under this Agreement or is not, and would not reasonably be expected to be, material to the business of the Company and its Subsidiaries, taken as a whole, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any breach or other violation of any Collective Bargaining Agreement. (d) Each of the Company and its Material Subsidiaries are, and have been for the past three (3) years, in compliance with all applicable Laws respecting labor and employment employment, including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, issues and unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authorityinsurance, except where the failure to comply has not had, and would not reasonably be expected to have, a material adverse effect on the ability of the Company to enter into and perform its obligations under this Agreement or is not, and would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (ce) Except where it as set forth on Section 4.14(e) of the Company Disclosure Letter or would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole, in the past three (3) years, the Company and its Material Subsidiaries have not received written (i) written notice of any unfair labor practice charge or material complaint pending or threatened before any applicable Governmental Authority against them, (ii) written notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement Collective Bargaining Agreement or any other material complaints, grievances or arbitration procedures against them, (iii) written notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) written notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) written notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (df) To the knowledge of the Company, no present or former current employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ Material Subsidiaries is in material violation of (i) any term of any employment agreement, restrictive covenant, nondisclosure obligation or fiduciary duty (i) to the Company or any of the Company’s Material Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ Material Subsidiaries or (B) the knowledge or use of trade secrets or proprietary information, in each case except as has not had, and would not reasonably be or expected to have, a material adverse effect on the ability of the Company to enter into and perform its obligations under this Agreement and is not, and would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (eg) Neither Except as has not had, and would not reasonably be expected to have, a material adverse effect on the ability of the Company to enter into and perform its obligations under this Agreement and is not, and would not reasonably be expected to be, material to the business of the Company and its Subsidiaries, taken as a whole, neither the Company nor any of the Company’s Material Subsidiaries is party to a settlement agreement with a current or former officer, employee employee, worker or independent contractor of the Company or any of the Company’s Material Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or any form of illegal discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or aboveMaterial Subsidiaries. To the knowledge of the Company, in the last three (3) years, no material allegations of sexual harassment, sexual misconduct or any form of illegal discrimination have been made against (i) an officer or any employee at the level of Director (or the equivalent title) or above of the Company or any of its Subsidiaries. (h) Except as has not had, and would not reasonably be expected to have, a material adverse effect on the Company’s Subsidiaries or (ii) an employee ability of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubtto enter into and perform its obligations under this Agreement and is not, such title does not refer to a member of the board of directors) or above, in each case except as and would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole, (i) in the past three (3) years, the Company and the Material Subsidiaries are and have been in compliance in all material respects with all notice and other requirements under all applicable laws relating to layoffs and individual and collective dismissals, (ii) the Company and the Material Subsidiaries have not engaged in broad-based layoffs, furloughs, employment terminations (other than for cause) or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2021, through the date hereof and (iii) the Company, taken as a whole with its Subsidiaries, has sufficient employees to operate the business of the Company and its Subsidiaries as currently conducted.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a) of the Company Disclosure Letter, (i) neither Neither the Company nor any of its Subsidiaries is or has at any time been a party to or bound by any collective bargaining agreement agreement, or any similar agreementagreement with a labor union, works council or other employee representative, (ii) no such agreement is being negotiated by the Company or any Subsidiary of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries in the past three (3) yearsSubsidiaries. In the past three (3) years, to To the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and Subsidiaries. There is no pending and, in the past three years, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each of the Company and its Subsidiaries are, and have been for the past three (3) years, in compliance in all material respects with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, issues and unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a wholeinsurance. (c) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in In the past three (3) years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any applicable other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and no Legal Proceeding relating to the foregoing matters or any other employment or labor matters is pending or, to the knowledge of the Company, threatened, nor has any such Legal Proceeding occurred in the past three years. (d) None of the Company or any of its Subsidiaries (A) has or has had in the past three years 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 in the past three years any material liability 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, social insurances or other benefits or obligations for any employees of the Company or any of its Subsidiaries (other than routine payments to be made in the normal course of business and consistent with past practice), or (C) is delinquent in any payments to any employee or independent contractor for any wages, salaries, commissions, bonuses, severance, fees or other direct compensation due with respect to any services performed for it or amounts required to be reimbursed to such employees or independent contractor. (e) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any Subsidiary of the Company’s Subsidiaries’ Company is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any Subsidiary of the Company’s Subsidiaries Company or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any Subsidiary of the Company’s Subsidiaries’ Company or (B) the knowledge or use of trade secrets or proprietary information. In the past 12 months (i) no director, in each case except as would not be manager, officer, or reasonably be expected management-level or key employee’s employment with the Company or any of its Subsidiaries has been terminated or furloughed for any reason; and (ii) no director, manager, officer, or management-level or key employee, or group of employees, has provided notice of any plans to beterminate his, individually her or in their employment or service arrangement with the aggregate, material to the business Company or any of its Subsidiaries. (f) None of the Company and or its Subsidiaries, taken as a whole. (e) Neither the Company nor any of the Company’s Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any Subsidiary of the Company’s Subsidiaries Company that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer any officer, director, manager or employee of the Company or any Subsidiary of the Company and, in the last three years, there have not been any internal investigations by or on behalf of the Company or any Subsidiary of the Company with respect to any claims or allegations of sexual harassment, misconduct or abuse against or involving any employee, officer, manager or director of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or aboveits Subsidiaries. To the knowledge of the Company, in In the last three (3) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against any officer, director, manager or employee of the Company or any Subsidiary of the Company, and the Company and its Subsidiaries have not otherwise become aware of any such allegations. To the knowledge of the Company, there are no facts that would reasonably be expected to give rise to a claim of sexual harassment or misconduct, other unlawful harassment or unlawful discrimination or retaliation against or involving the Company or its Subsidiaries or any employee, officer, manager or director thereof. (g) In the past three years, the Company and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to group terminations. The Company, taken as a whole with its Subsidiaries, has sufficient employees to operate the business of the Company and its Subsidiaries as currently conducted. (h) The Company and its Subsidiaries currently classify and have properly classified (i) an officer each of its employees as exempt or non-exempt for the purposes of the Fair Labor Standards Act and similar applicable Laws (as applicable), and (ii) each of its individual service providers as either employees or independent contractors in accordance with applicable Law and for the purpose of all Company Benefit Plans. (i) No employee layoff, facility closure or shutdown (whether voluntary or by order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of the Company or any of its Subsidiaries has occurred in the Company’s Subsidiaries past six (6) months or (ii) an employee is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures. None of the Company or any of its Subsidiaries have otherwise experienced any material employment-related liability with respect to or arising out of COVID-19 or any COVID-19 Measures. (j) None of the Company or any of its Subsidiaries (i) is subject to any affirmative action obligations under any Law, including, without limitation, Executive Order 11246, and/or (ii) is a government contractor or subcontractor for purposes of any Law with respect to the terms and conditions of employment, including, without limitation, prevailing wage Laws. There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and none of the Company or any of its Subsidiaries has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member no audit of the board Company or any of directors) or above, in each case except as would not be or reasonably be expected its Subsidiaries is currently being performed pursuant to be, individually or in the aggregate, material to the Company any applicable workplace safety and its Subsidiaries, taken as a wholeinsurance legislation.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a3.17(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement agreement, or any similar agreementContract with any labor union, works council, or other labor organization (ii) each, a “Collective Bargaining Agreement”), no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union union, works council, labor organization, group of employees or any other employee representative body has requested orrepresents or has, to the knowledge Knowledge of the Company, has requested or sought to represent any of the employees of the Company or its Subsidiaries in Subsidiaries. To the past three (3) years. In the past three (3) years, to the knowledge Knowledge of the Company, there has have been no labor organization activity involving any employees of the Company or any of its Subsidiaries and Subsidiaries. In the past three (3) years, there has been no actual or, to the knowledge Knowledge of the Company, threatened strike, slowdown, work stoppage, lockout lockout, material labor grievance, labor arbitration or other material labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each Except as would not have a Company Material Adverse Effect, each of the Company and its Subsidiaries are, and have been for the past three (3) years, in compliance with all applicable Laws respecting labor labor, employment and employment including, but not limited to, practices applicable to the Company and its Subsidiaries (including in respect of each of its employees) including all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, harassment, retaliation, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffslayoffs (including WARN), affirmative action, workers’ compensation, labor relations, employee leave issues, restrictive covenants, pay transparency, employee trainings and notices, automated employment decision tools and other artificial intelligence, and unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authority, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a wholeinsurance. (c) Except where it as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the have a Company and its SubsidiariesMaterial Adverse Effect, in the past three (3) years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending before the National Labor Relations Board or threatened before any applicable other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against themCollective Bargaining Agreement, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, worker classification, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit Legal Proceeding by or other proceeding pending or threatened in before any forum Governmental Authority by or on behalf of any present or former employee or other service provider of such entities, any applicant for employment or classes of the foregoing alleging misclassification, breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of (i) through (v) herein, no such matters are pending or to the Knowledge of the Company, threatened. (d) To In the knowledge past three (3) years, to the Knowledge of the Company, no present or former employee, worker or independent contractor of Governmental Authority has determined that the Company or its Subsidiaries has misclassified any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a wholenon-employee. (e) Neither In the past three (3) years, neither the Company nor any of the Company’s Subsidiaries is party to has entered into a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves resolving allegations made by such individual relating to sexual harassment, sexual harassment or similar misconduct or discrimination by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an a management-level employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or aboveSubsidiaries. To the knowledge Knowledge of the Company, in the last three (3) years, no allegations of sexual harassment, sexual misconduct discrimination, or discrimination similar misconduct, and have been made against (ix) an officer of the Company or any of the Company’s Subsidiaries or (iiy) an a management-level employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or above, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Labor Relations; Employees. (a) Except as set forth on Section 5.15(a‎Section 4.14(a) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement agreement, or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries in the past three (3) yearsSubsidiaries. In the past three (3) years, to To the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries and Subsidiaries. In the past three (3) years, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (b) Each of the Company and its Subsidiaries are, and have been for the past three (3) years, in compliance in all material respects with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, issues and unemployment insurance and contributions required to be made with respect to any statutory plan, program, practice or arrangement that is required under applicable law and maintained by any Governmental Authorityinsurance, except where the failure to comply would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (c) Except where it would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, in In the past three (3) years, the Company and its Subsidiaries have not received written (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any applicable other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other material complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any applicable other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information, in each case except as would not be or reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of the Company’s Subsidiaries is party to a settlement agreement entered into within the three (3) year period immediately preceding the date hereof with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any of the Company’s its Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) Vice President or above. To the knowledge of the Company, in the last three (3) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) Vice President or above. (f) Between the period commencing on January 1, in each case except as would not be or reasonably be expected to be2020 through the date hereof, individually or in the aggregate, material to the Company and its SubsidiariesSubsidiaries have not engaged in layoffs, taken as a wholefurloughs, employment terminations (other than for cause) or effected any broad-based salary or other compensation or benefits reductions, in each case, triggering the notice requirements under the WARN Act.