Common use of Labor Clause in Contracts

Labor. (a) Neither the Company nor any Company Subsidiary is a party to, or bound by, any collective bargaining agreement or similar agreement or arrangement with any labor union, works council, or other labor organization. To the knowledge of the Company, as of the date hereof, there are no union organizing activities pending or threatened with respect to any employees of the Company or any Company Subsidiary, and no union, works council, or other labor organization or group of employees of the Company or any Company Subsidiary has made a demand for recognition or certification or filed any petition or commenced a representation Proceeding before the National Labor Relations Board or any other labor relations tribunal. (b) The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiaries, including (the “Employee Census”): (i) their base salary or hourly wage; (ii) whether paid on a salary, hourly or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since January 1, 2021 there has not been any, labor strike, organized work slowdown, or lockout, and, to the knowledge of the Company, there is no threat thereof, against the Company or any Company Subsidiary and (ii) there are no unfair labor practice charges, suits, claims, investigations, grievances or complaints pending or, to the knowledge of the Company, threatened by or on behalf of any employee or service provider or group of employees or service providers of the Company or any Company Subsidiary against the Company or any Company Subsidiary before a Governmental Entity. (d) The Company and each of the Company Subsidiaries is in compliance with all applicable Laws relating to labor and employment, including Laws relating to wages and hours (including overtime), labor relations, fair employment practices (including discrimination, harassment, and retaliation), immigration, collective bargaining, plant closing and mass layoffs, safety and health, workers’ compensation and worker classification, in each case, in all material respects. (e) There has been no (x) “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state Laws) with respect to the Company or, (y) similar mass layoff or plant closing, with respect to any Company Subsidiary, in each case since January 1, 2021. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual or other harassment, discrimination or retaliation against (i) any current or former officer of the Company or the Company Subsidiaries, (ii) any current or former employee of the Company or the Company Subsidiaries at a level of Vice President (or equivalent) or above or (iii) any other current or former employee, director, consultant or independent contractor of the Company or any Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected to result in material liability to the Company or any Company Subsidiary.

Labor. (a) Neither True, correct and complete information as of March 20, 2018 as to the name, current job title, age, date of hire, location of employment, union membership (if any), base salary, and bonus or incentive opportunity of all current employees whose annual base salary exceeds $50,000, directors and officers of the Company nor any and its Subsidiaries has been made available to Parent prior to the date of this Agreement. The Company Subsidiary is a and its Subsidiaries are neither party to, or nor bound by, any labor agreement, collective bargaining agreement agreement, work rules or similar agreement practices, or arrangement any other material labor-related agreements or arrangements with any labor union, labor organization, employee organization or works council, or other labor organization. To the knowledge of the Company, as of the date hereof, ; there are no union organizing activities pending labor agreements, collective bargaining agreements, work rules or threatened with respect practices, or any other material labor-related agreements or arrangements to which the Company or any of its Subsidiaries is bound that pertain to any of the employees of the Company or any Company Subsidiaryof its Subsidiaries. (b) Except as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect, there are (i) no union, works council, or other unfair labor organization or group of employees of practice complaints pending against the Company or any Company Subsidiary has made a demand for recognition or certification or filed any petition or commenced a representation Proceeding its Subsidiaries before the National Labor Relations Board or any other labor relations tribunal. tribunal or authority, (bii) The no labor strike, lock out, grievance, arbitration, labor dispute, slowdown, stoppage or other job action against or affecting the Company has made available or any of its Subsidiaries, and no such labor dispute, lock out, grievance, arbitration labor dispute slowdown or stoppage are, to Parent a correct the Knowledge of the Company, threatened, and complete list, as of none have occurred during the three (3) years preceding the date of this Agreement, and (iii) no Actions of any kind with respect to the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiariesor its Subsidiaries pending in any agency, including (the “Employee Census”): (i) their base salary or hourly wage; (ii) whether paid on a salarycommission, hourly court or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently notribunal, and since January 1, 2021 there has not been any, labor strike, organized work slowdown, or lockout, and, to the knowledge Knowledge of the Company, there is no threat thereof, against the Company or any Company Subsidiary and (ii) there such Actions are no unfair labor practice charges, suits, claims, investigations, grievances or complaints pending or, to the knowledge of the Company, threatened by or on behalf of any employee or service provider or group of employees or service providers of the Company or any Company Subsidiary against the Company or any Company Subsidiary before a Governmental Entitythreatened. (dc) The Except as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect, the Company and each of the Company its Subsidiaries is are and have been in compliance with all applicable Laws relating to labor of the United States and employmentany state thereof respecting (i) employment and employment practices, including Laws relating to wages but not limited to, the Workers’ Adjustment and hours Retraining Notification Act (including overtime)and any similar foreign, labor relationsprovincial, fair employment practices (including discrimination, harassment, state or local statute or regulation) and retaliation), immigration, collective bargaining, plant closing and mass layoffs, safety and health, workers’ compensation and worker classification, in each case, in all material respects. (e) There there has been no (x) “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state LawsWARN) with respect to the Company or, (y) similar mass layoff or plant closing, with respect to any Company Subsidiary, in each case since January 1, 2021. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual or other harassment, discrimination or retaliation against (i) any current or former officer of the Company or the Company its Subsidiaries, (ii) any current terms and conditions of employment, health and safety, wages and hours (including Laws governing minimum wage, overtime compensation, exemption classifications, meal permits and rest breaks), child labor, immigration, employment discrimination, harassment, disability rights or former benefits, equal opportunity, plant closures and layoffs, classifications of employees, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance and the collection and payment of the Company withholding and/or social security Taxes or the Company Subsidiaries at a level of Vice President (or equivalent) or above or similar Taxes, and (iii) any other current or former employee, director, consultant or independent contractor of relations between the Company and its Subsidiaries and any labor union, labor organization, employee organization or any Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected to result in material liability to the Company or any Company Subsidiaryworks council.

Labor. (a) Neither the Company nor any Company Subsidiary of its Subsidiaries is a party to, or bound by, any collective bargaining agreement or similar agreement or arrangement with any labor unionagreement, works council, contract or other arrangement or understanding with a labor union or a labor organization. To the knowledge , and there is not, nor has there been, any attempt to organize any of the Company’s employees or other service providers by any Person, unit or group seeking to act as of the date hereof, there are no union organizing activities pending or threatened with respect to any employees of their bargaining agent. Neither the Company nor any of its Subsidiaries has a works council or any Company Subsidiary, and no union, works council, employee forum (or other labor organization or group of employees of similar arrangement). Neither the Company nor any of its Subsidiaries has engaged in an employee lockout or in any Company Subsidiary has made a demand for recognition “plant closing” or certification or filed any petition or commenced a representation Proceeding before the National Labor Relations Board or any other labor relations tribunal“mass layoff,” as defined in WARN. (b) The Company has made available to Parent a correct There are no current, and complete listwithin the past three years there have been no, as of the date of this Agreement, of the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiaries, including (the “Employee Census”): (i) their base salary strikes, work stoppages, work slowdowns or hourly wage; (ii) whether paid on a salary, hourly or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since January 1, 2021 there has not been any, labor strike, organized work slowdown, or lockout, andlockouts pending or, to the knowledge Knowledge of the Company, there is no threat thereof, threatened against or involving the Company or any Company Subsidiary and of its Subsidiaries, or (ii) there are no unfair labor practice charges, suits, claims, investigations, grievances or complaints pending or, to the knowledge Knowledge of the Company, threatened by or on behalf of any employee or other service provider or group of employees or other service providers of the Company or any Company Subsidiary against of its Subsidiaries. There are no pending or, to the Knowledge of the Company, threatened charges (by employees, service providers, their representatives or Governmental Bodies) of discrimination or any other wrongful action with respect to any aspect of current or former employment or service by, to, with, or for the Company or any Company Subsidiary before a Governmental Entityits Subsidiaries. (dc) The Company and each of the Company its Subsidiaries is have, since January 1, 2008, complied and are currently in compliance in all material respects with all applicable Laws relating to labor respecting personnel, employment and employment, including Laws relating to wages and hours (including overtime), labor relations, fair employment practices (including discrimination, harassment, and retaliation), immigration, collective bargaining, plant closing and mass layoffs, safety and health, workers’ compensation and worker classification, in each case, in all material respects. (e) There has been no (x) “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state Laws) with respect to the Company or, (y) similar mass layoff or plant closing, with respect to any Company Subsidiary, in each case since January 1, 2021. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual or other harassment, discrimination or retaliation against (i) any current or former officer agreements. All service providers of the Company and its Subsidiaries have been and are correctly classified as employees, independent contractors, or otherwise for all purposes (including any applicable Tax and employment policies or Law). Neither the Company Subsidiaries, (ii) nor any current or former employee of its Subsidiaries have engaged in any unfair labor practice. Neither the Company nor any of its Subsidiaries are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Neither the Company nor any of its Subsidiaries at a level have received within the past three years any written notice of Vice President (intent by any Governmental Body responsible for the enforcement of labor or equivalent) employment laws to conduct an investigation or above or (iii) any other current or former employee, director, consultant or independent contractor of the Company or any Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected to result in material liability audit relating to the Company or any Company Subsidiaryits Subsidiaries and, to the Knowledge of the Company, no such investigation or audit is in progress.

Labor. (a) Neither the Company nor any Company Subsidiary of its Subsidiaries is a party to, or bound by, any collective bargaining agreement or similar agreement or arrangement with any labor union, works council, or other labor organization. To the knowledge of the Company, as of the date hereof, there are no union organizing activities pending or threatened with respect to any employees of the Company or any Company Subsidiary, and no union, works council, or other labor organization or group of employees of the Company or any Company Subsidiary has made a demand for recognition or certification or filed any petition or commenced a representation Proceeding before the National Labor Relations Board or any other labor relations tribunal. (b) The Company has made available to Parent a correct and complete listor, as of the date of this Agreement, of the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiaries, including (the “Employee Census”): (i) their base salary or hourly wage; (ii) whether paid on negotiating a salary, hourly collective bargaining or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (citymaterial labor agreement with any labor union, stateworks council, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since January 1, 2021 there has not been anytrade union, labor strike, organized work slowdown, association or lockout, and, to other employee representative organization. To the knowledge Knowledge of the Company, there has not been since December 31, 2021, nor is no threat thereofthere currently, against any organized effort by any labor union, works council, trade union, labor association or other employee representative organization to organize any employees of the Company or any of its Subsidiaries into one or more collective bargaining units. Neither the Company Subsidiary and (ii) there are no unfair nor any of its Subsidiaries is, or since December 31, 2021 has been, a party to, any material dispute or material controversy with a labor practice chargesunion, suitsworks council, claimstrade union, investigationslabor association or other employee representative organization, grievances nor since December 31, 2021 has the Company or complaints pending any of its Subsidiaries experienced any actual or, to the knowledge Knowledge of the Company, threatened labor strikes, work slowdowns, lockouts, work stoppages, recognitional picketing, material arbitrations, material grievances, material unfair labor practice charges or proceedings, and to the Knowledge of the Company, none are threatened, in each case, with respect to the Company employees. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger or on behalf the other transactions contemplated hereby do not and will not result in any breach or other violation of any employee collective bargaining or service provider or group of employees or service providers of other similar material labor-related agreement to which the Company or any Company Subsidiary against of its Subsidiaries is a party or bound. (b) No officer or Key Employee has given written notice of intention to terminate his, her or their employment with the Company or any of its Subsidiaries, and to the Knowledge of the Company Subsidiary before a Governmental Entityno officers or Key Employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries. (dc) The Company and each of the Company its Subsidiaries is are in compliance with all applicable Laws relating to labor and employmentand, including Laws relating to wages and hours (including overtime)since December 31, labor relations2021, fair employment practices (including discrimination, harassment, and retaliation), immigration, collective bargaining, plant closing and mass layoffs, safety and health, workers’ compensation and worker classificationhave complied, in each case, in all material respects, with all applicable Laws relating to employment matters, including applicable Laws relating to wages, hours, wage payment, classification of all employees and service providers (including as exempt or non-exempt and as employee versus independent contractor), employee record keeping, privacy, labor, fair employment practices, hiring, training and/or promotion, terms and conditions of employment, pay equity, workers’ compensation, occupational safety and health, plant closings, withholding of taxes, discrimination in employment, disability rights or benefits, equal employment opportunity, immigration (including applicable I-9 Laws), reasonable accommodations, labor relations and collective bargaining, employee leave issues, and unemployment insurance. (d) Since December 31, 2021, to the Knowledge of the Company, (i) no allegations of sexual harassment or other sexual misconduct have been made in writing against any director, officer or employee at the level of Vice President or higher of the Company or any of its Subsidiaries and (ii) there are no actions, suits, investigations or proceedings pending or, to the Knowledge of the Company, threatened in writing that involve any allegations of sexual harassment or other sexual misconduct by any director, officer or employee at the level of Vice President or higher of the Company or any of its Subsidiaries. Since December 31, 2021, neither the Company nor any of its Subsidiaries have entered into any settlement agreements related to allegations of sexual harassment or other sexual misconduct by any director, officer or employee at the level of Vice President or higher of the Company or any of its Subsidiaries. (e) There has The Company and each of its Subsidiaries are and, since December 31, 2021, have been no in material compliance with the WARN Act. (xf) The Company and each of its Subsidiaries are not and have not been: (i) a “mass layoffcontractor” or “plant closingsubcontractor” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 Executive Order 11246) or (ii) required to comply with Executive Order 11246 or any other applicable state Laws) with respect to the Company or, (y) similar mass layoff Law requiring affirmative action or plant closing, with respect to any Company Subsidiary, in each case since January 1, 2021other employment-related actions for government contractors or subcontractors. (fg) Since January 1To the Knowledge of the Company, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge Key Employee is in material violation of any allegations term of sexual any nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other harassment, discrimination or retaliation against similar obligation: (i) any current or former officer of the Company or the Company Subsidiaries, (ii) any current or former employee of the Company or the Company Subsidiaries at a level of Vice President (or equivalent) or above or (iii) any other current or former employee, director, consultant or independent contractor of the Company or any Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected to result in material liability to the Company or any of its Subsidiaries or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company Subsidiaryor any of its Subsidiaries or (B) to the knowledge or use of trade secrets or proprietary information.

Labor. (ai) Neither the Company nor any and Company Subsidiary is a party to, or bound by, any collective bargaining agreement or similar agreement or arrangement each (i) complies in all material respects with any labor union, works council, or other labor organization. To the knowledge of the Company, as of the date hereof, there are no union organizing activities pending or threatened all applicable Laws with respect to any employees employment, employment practices, terms and conditions of the Company or any Company Subsidiaryemployment, hiring, termination of employment, affirmative action, occupational safety and no unionhealth, works councilwages and hours, or other labor organization or group of employees of the Company or any Company Subsidiary has made a demand for recognition or certification or filed any petition or commenced a representation Proceeding before the National Labor Relations Board or any other labor relations tribunal. (b) The Company has made available in each case with respect to Parent a correct and complete list, as of the date of this Agreement, of the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiaries, including (the “Employee Census”): (i) their base salary or hourly wageits employees; (ii) whether paid on a salaryhas withheld and reported in all material respects all amounts required by Laws or by contract to be withheld and reported with respect to wages, hourly or salaries and other basispayments to its employees; (iii) their date is not liable in any material respect for any arrears of hirewages or any Taxes or any penalty for failure to comply with the Laws applicable to the foregoing; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt is not liable for any material payment to any trust or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since January 1, 2021 there has not been any, labor strike, organized work slowdown, other fund governed by or lockout, and, to the knowledge of the Company, there is no threat thereof, against the Company or any Company Subsidiary and (ii) there are no unfair labor practice charges, suits, claims, investigations, grievances or complaints pending or, to the knowledge of the Company, threatened maintained by or on behalf of any employee Government Authority with respect to unemployment compensation benefits, social security or service provider other benefits or group obligations for its employees (other than routine payments to be made in the normal course of employees or service providers of the Company or any Company Subsidiary against the Company or any Company Subsidiary before a Governmental Entitybusiness and consistent with past practice); and (v) has no leased employees. (dii) The As of the Agreement Date, each of Company and Company Subsidiary is, and during the three-year period before the Agreement Date each of the Company Subsidiaries is and Company Subsidiary has been, in compliance in all material respects with all applicable Laws relating and regulations of the United States regarding immigration and/or employment of non-citizen workers. As of the Agreement Date, neither Company nor Company Subsidiary has been notified in writing of any pending or, to labor the Knowledge of Seller, threatened investigation by any branch or department of U.S. Immigration and employment, including Laws relating to wages and hours Customs Enforcement (including overtime“ICE”), labor relations, fair employment practices (including discrimination, harassment, or other federal agency charged with administration and retaliation), immigration, collective bargaining, plant closing and mass layoffs, safety and health, workers’ compensation and worker classification, in each case, in all material respectsenforcement of federal immigration laws concerning Company or Company Subsidiary. (eiii) There has During the three-year period before the Agreement Date, there have not been no (x) “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state Laws) with respect to the Company orany, (y) similar mass layoff or plant closing, with respect to any Company Subsidiary, in each case since January 1, 2021. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual or other harassment, discrimination or retaliation against (i) any current strikes, work stoppages, lockouts or former officer of the other material labor disputes between Company or the Company SubsidiariesSubsidiary and their respective employees, (ii) any current or former employee labor union grievances or, to the Knowledge of the Company or the Company Subsidiaries at a level of Vice President (or equivalent) or above Seller, organizational efforts, or (iii) unfair labor practice or labor arbitration proceedings pending or, to the Knowledge of Seller, threatened. (iv) To Company’s and Company Subsidiary’s knowledge, no Business Employees are, or have been during the three-year period before the Agreement Date, in violation of any other current term of any employment contract, non-competition agreement, or any restrictive covenant to a former employee, director, consultant employer relating to the right of any such employee to be employed by Company or independent contractor Company Subsidiary because of the nature of the business conducted by Company or any Company Subsidiary that (solely in or work performed by the case of this subsection (iii)) could reasonably be expected to result in material liability employee or to the Company use of trade secrets or any Company Subsidiaryproprietary information of others.

Labor. (a) Neither the Company nor any Company Subsidiary of the Subsidiaries is a party to, or bound by, any collective bargaining agreement or similar agreement or arrangement with any labor unionagreement, works council, contract or other arrangement or understanding with a labor union or a labor organization. To the knowledge of the Company, as of the date hereof, there are no union organizing activities pending or threatened with respect to any employees of the Company or any Company Subsidiary, and no union, works council, or other labor organization or group of employees of the Company or any Company Subsidiary has made a demand for recognition or certification or filed any petition or commenced a representation Proceeding before the National Labor Relations Board or any other labor relations tribunal. (b) The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiaries, including (the “Employee Census”): There are no current (i) their base salary strikes, work stoppages, work slowdowns or hourly wage; (ii) whether paid on a salary, hourly or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since January 1, 2021 there has not been any, labor strike, organized work slowdown, or lockout, andlockouts pending or, to the knowledge Knowledge of the Company, there is no threat thereof, threatened in writing against or involving the Company or any Company Subsidiary and of the Subsidiaries, or (ii) there are no unfair labor practice charges, suits, claims, investigations, grievances or complaints pending or, to the knowledge Knowledge of the Company, threatened by or on behalf of any employee or service provider or group of employees or service providers of the Company or any Company Subsidiary against of the Subsidiaries. To the Knowledge of the Company, there are no investigations, inquiries or proceedings before the U.S. National Labor Relations Board, the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, the U.S. Department of Justice, the United States Occupational Health and Safety Administration or any other state or federal governmental authority in the U.S. with respect to or relating to the terms and conditions of employment of the Company’s employees. (c) Except as set forth on Schedule 5.15(c), none of the employees of the Company or any Company Subsidiary before the Subsidiaries are subject to a Governmental Entitywritten employment agreement or change of control agreement. (d) The Company and each There is neither pending nor, to the Knowledge of the Company Subsidiaries is in compliance with all applicable Laws relating to labor and employmentCompany, including Laws relating to wages and hours (including overtime), labor relations, fair employment practices (including discrimination, harassment, and retaliation), immigration, collective bargaining, plant closing and mass layoffs, safety and health, workers’ compensation and worker classification, in each case, in all material respects. (e) There has been no (x) “mass layoff” or “plant closing” (as defined threatened any Legal Proceeding by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state Laws) with respect to the Company or, (y) similar mass layoff or plant closing, with respect to any Company Subsidiary, in each case since January 1, 2021. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual or other harassment, discrimination or retaliation against (i) any current or former officer of the Company or the Company Subsidiaries, (ii) any current or former employee of the Company or the Subsidiaries against the Company or the Subsidiaries. (e) Within the three (3) year period prior to the date hereof, each of the Company and the Subsidiaries at a level (i) has complied in all material respects with all laws and regulations relating to the employment of Vice President labor, including any provisions thereof relating to wages, hours, collective bargaining and the payment of social security and similar taxes, (ii) has not been found liable for any material arrearages of wages or equivalent) any taxes or above or penalties for failure to comply with any of the foregoing, (iii) has not committed any other current or former employee, director, consultant or independent contractor material unfair labor practices and (iv) has complied in all material respects with all applicable provisions of the Company or any Company Subsidiary that United States Occupational Safety and Health Act of 1970 and regulations promulgated pursuant thereto. (solely in f) To the case Knowledge of this subsection the Company, none of the employees, within the three (iii)3) could reasonably be expected to result in material liability year period prior to the Company date hereof, has filed any complaint relating to the Company, the Restaurant Business or the employment of such employee with any Company Subsidiarygovernmental or regulatory authority or brought any action in law or in equity with respect to.

Labor. (a) Neither the The Company nor any Company Subsidiary is not a party to, to any labor or bound by, any collective bargaining agreement and there are no labor or similar agreement or arrangement with any labor union, works council, or other labor organization. To the knowledge collective bargaining agreements which pertain to employees of the Company, as of the date hereof, there are no union organizing activities pending or threatened with respect to any . (b) No employees of the Company or are represented by any Company Subsidiary, and no union, works council, or other labor organization. No labor organization or group of employees of the Company or any Company Subsidiary has made a pending demand for recognition recognition, and there are no representation proceedings or certification or filed any petition or commenced petitions seeking a representation Proceeding before the National Labor Relations Board or any other labor relations tribunal. (b) The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiaries, including (the “Employee Census”): (i) their base salary or hourly wage; (ii) whether paid on a salary, hourly or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since January 1, 2021 there has not been any, labor strike, organized work slowdown, or lockout, andproceeding presently pending or, to the knowledge of the Seller or the Company, there threatened to be brought or filed, with any Governmental Body. There is no threat thereof, against organizing activity involving the Company pending or, to the knowledge of the Seller or the Company, threatened by any labor organization or group of employees of the Company. (c) Neither the Seller nor the Company Subsidiary and has any knowledge of any (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) grievances or other labor disputes pending or, to the knowledge of the Seller or the Company, threatened against or involving the Company. Except as set forth on Schedule 3.17, there are no unfair labor practice charges, suits, claims, investigations, grievances or complaints pending or, to the knowledge of the Seller or the Company, threatened by or on behalf of any employee or service provider or group of employees or service providers of the Company nor are the Seller or any Company Subsidiary against the Company aware of any circumstances which might give rise to such charges, grievances or any Company Subsidiary before a Governmental Entitycomplaints. (d) The Except as set forth on Schedule 3.17, there are no complaints, charges or claims of any kind against the Company pending or, to the knowledge of the Seller or the Company, threatened to be brought or filed, with any Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or engagement by the Company of any individual as an employee or independent contractor. Hours worked by and each payments made to employees of the Company Subsidiaries have not been in violation of any Law dealing with such matters. The Company is in compliance with all applicable Laws and Orders relating to labor and employment, including all such Laws and Orders relating to wages and hours (including overtime)wages, labor relationshours, fair employment practices (including discriminationpay practices, harassment, and retaliation), immigrationbenefits, collective bargaining, plant closing discrimination, retaliations, civil rights, sexual and mass layoffsother types of unlawful harassment, safety and health, workers’ compensation leaves of absence, accommodation of individuals with disabilities, pay equity and worker classification, in each case, in all material respectsthe collection and payment of PAYE and National Insurance. (e) There has been no (x) “mass layoff” or “plant closing” (Except as defined by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state Laws) with respect to the Company orset forth on Schedule 3.17, (y) similar mass layoff or plant closing, with respect to any Company Subsidiary, in each case since January 1, 2021. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual or other harassment, discrimination or retaliation against (i) any current or former officer all employees of the Company are employed on an at-will basis and are terminable upon giving notice without any liability or the Company Subsidiaries, (ii) any current or former employee of the Company or the Company Subsidiaries at a level of Vice President (or equivalent) or above or (iii) any other current or former employee, director, consultant or independent contractor of the Company or any Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected obligation to result in material liability to the Company or any Company Subsidiarythem except as provided by Law.

Labor. (a) Neither the Company nor any Company Subsidiary of the Subsidiaries is a party to, (or bound by, successor) to any collective bargaining agreement or similar agreement or arrangement with any labor union, works council, or other labor organization. To the knowledge of the Company, as of the date hereof, agreements and there are no union organizing activities pending labor unions or threatened with respect to other organizations representing any employees employee of the Company or any Company Subsidiary, and of the Subsidiaries. There are no union, works council, labor unions or other labor organization or group of employees of the Company or any Company Subsidiary has made organizations which have filed a demand for recognition or certification or filed any petition or commenced a representation Proceeding before with the National Labor Relations Board or any other Governmental Body seeking certification as the collective bargaining representative of any employee of the Company or any of the Subsidiaries, and to the Knowledge of Seller no labor relations tribunalunion or organization is engaged in any organizing activity with respect to any employee of the Company or any of the Subsidiaries. In the three (3) years prior to the Closing Date there has not been, there is not presently pending or existing, and, to the Knowledge of Seller, there is not threatened, (i) any strike, lockout, slowdown, picketing, or work stoppage with respect to the employees of the Company or any of the Subsidiaries or (ii) any unfair labor practice charge against the Company or any of the Subsidiaries. (b) The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiaries, including (the “Employee Census”): (i) their base salary or hourly wage; (ii) whether paid on a salary, hourly or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since January 1, 2021 there has not been any, labor strike, organized work slowdown, or lockout, and, to the knowledge of the Company, there is no threat thereof, against the Company or any Company Subsidiary and (ii) there are no unfair labor practice charges, suits, claims, investigations, grievances or complaints pending or, to the knowledge of the Company, threatened by or on behalf of any employee or service provider or group of employees or service providers of the Company or any Company Subsidiary against the Company or any Company Subsidiary before a Governmental Entity. (d) The Company and each of the Company Subsidiaries is has complied in compliance all material respects with all applicable Laws statutes, laws, ordinances, rules or regulations, or any orders, rulings, decrees, judgments or arbitration awards of any court, arbitrator or any government agency relating to labor and employment, including Laws relating to wages and hours (including overtime)equal opportunity, labor relations, fair employment practices (including discrimination, harassment, and retaliation)nondiscrimination, immigration, wages, hours, benefits, collective bargaining, plant closing the payment of social security and mass layoffssimilar taxes, income tax withholding, occupational safety and health, workers’ compensation and worker classification, in each case, in all material respectsand/or privacy rights of employees. (ec) There Except as set forth on Schedule 6.14(c), in the six (6) months prior to the Closing Date, neither the Company nor any of the Subsidiaries has been no effectuated (xi) “mass layoff” or a “plant closing” (as defined by in the Worker Adjustment and Retraining Notification Act of 1988 or applicable state LawsAct, 29 U.S.C. §§ 2101 et seq. (the “WARN Act”) with respect to the Company or, (y) similar mass layoff or plant closing, with respect to any Company Subsidiary, in each case since January 1, 2021. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual or other harassment, discrimination or retaliation against (i) any current or former officer of the Company or the Company Subsidiaries, (ii) any current or former employee of the Company or the Company Subsidiaries at a level of Vice President (or equivalentany similar state, local or foreign law) affecting any site of employment or above one or (iii) more facilities or operating units within any other current site of employment or former employee, director, consultant or independent contractor facility of the Company or any Company Subsidiary that of the Subsidiaries or (solely ii) a “mass layoff” as defined in the case WARN Act (or any similar state, local or foreign law) affecting any site of this subsection (iii)) could reasonably be expected to result in material liability to employment or facility of the Company or any Company Subsidiaryof the Subsidiaries, and which liability therefor remains unsatisfied.

Labor. There are no, and in the past three (a3) Neither years prior to the Company nor any Company Subsidiary is a party to, or bound by, any collective bargaining agreement or similar agreement or arrangement with any labor union, works council, or other labor organization. To the knowledge of the Company, as of the date hereofAgreement Date, there are no union organizing activities pending or threatened with respect have been no, strikes, lockouts, walkouts, picketing, labor disputes, slowdowns, concerted refusals to any employees of the Company or any Company Subsidiarywork overtime, and no unionwork stoppages, works council, or other labor organization or group of employees of the Company or any Company Subsidiary has made a demand for recognition or certification or filed any petition or commenced a representation Proceeding before the National Labor Relations Board or any other manner of collective labor relations tribunal. (b) The unrest against any Acquired Company has made available or Subsidiary thereof pending, or to Parent a correct and complete list, as the Knowledge of the date of this AgreementSellers, of the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiaries, including (the “Employee Census”): (i) their base salary or hourly wage; (ii) whether paid on a salary, hourly or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state lawthreatened. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since January 1, 2021 there has not been any, no Legal Proceedings or labor strike, organized work slowdown, disputes or lockout, and, to the knowledge of the Company, there is no threat thereof, against the Company or any Company Subsidiary and (ii) there are no unfair labor practice charges, suits, claims, investigations, grievances or complaints pending or, to the knowledge Knowledge of the CompanySellers, threatened by or on behalf of any employee of their current or service provider or group former employees, including charges of employees or service providers unfair labor practices. None of Acquired Companies nor any of their Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act, and none of Acquired Companies nor any of their Subsidiaries has received any correspondence, charges, complaints, notices or orders from the National Labor Relations Board or any state labor relations agency or any labor organization during the past three (3) years. None of Acquired Companies nor any of their Subsidiaries is presently, nor has been within the past three (3) years, a party to, or otherwise subject to or bound by, any collective bargaining agreement, industrial award or enterprise agreement, works council, employee delegate, labor contract, or arrangement or union contract with respect to its employees, and no collective bargaining or similar agreement is being negotiated by an Acquired Company or Subsidiary thereof. None of Acquired Companies nor any of their Subsidiaries has any duty to bargain with any labor organization or works council or similar employee representative group. There are no labor unions or other organizations representing, purporting to represent and, to the Knowledge of the Sellers, no union organization campaign is in progress with respect to, any employees of any Acquired Company or any Company Subsidiary against the Company or any Company Subsidiary before a Governmental Entitythereof. (d) The Company and each of the Company Subsidiaries is in compliance with all applicable Laws relating to labor and employment, including Laws relating to wages and hours (including overtime), labor relations, fair employment practices (including discrimination, harassment, and retaliation), immigration, collective bargaining, plant closing and mass layoffs, safety and health, workers’ compensation and worker classification, in each case, in all material respects. (e) There has been no (x) “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state Laws) with respect to the Company or, (y) similar mass layoff or plant closing, with respect to any Company Subsidiary, in each case since January 1, 2021. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual or other harassment, discrimination or retaliation against (i) any current or former officer of the Company or the Company Subsidiaries, (ii) any current or former employee of the Company or the Company Subsidiaries at a level of Vice President (or equivalent) or above or (iii) any other current or former employee, director, consultant or independent contractor of the Company or any Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected to result in material liability to the Company or any Company Subsidiary.

Labor. (a) Neither As of the date hereof, neither the Company nor any Company Subsidiary is a party to, or bound by, any collective bargaining agreement or similar agreement or arrangement with any labor union, works council, or other labor organization. To the knowledge of the Company, as of the date hereof, there are no union organizing activities pending or threatened with respect to any employees of the Company or any Company Subsidiary, and no union, works council, or other labor organization or group of employees of the Company or any Company Subsidiary has made a demand for recognition or certification or filed any petition or commenced a representation Proceeding before the National Labor Relations Board or any other labor relations tribunal. (b) The Company has made available to Parent a correct and complete list, as As of the date of this Agreementhereof, of the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiaries, including (the “Employee Census”): (i) their base salary or hourly wage; (ii) whether paid on a salary, hourly or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There there are currently no, and since January 1, 2021 2018 there has not been any, labor labor, strike, organized work slowdown, or lockout, and, to the knowledge of the Company, there is no threat thereof, against the Company or any Company Subsidiary and (ii) Subsidiary. As of the date hereof, there are no unfair labor practice charges, suits, claims, investigations, grievances or complaints pending or, to the knowledge of the Company, threatened by or on behalf of any employee or service provider or group of employees or service providers of the Company or any Company Subsidiary against the Company or any Company Subsidiary before a Governmental Entity, except as would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Company and the Company Subsidiaries, taken as a whole. (dc) The Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each of the Company Subsidiaries is in compliance with all applicable Laws relating to the employment of labor and employment, including Laws relating to wages and hours (including overtime), labor relations, fair employment practices (including discrimination, harassment, and retaliation), immigration, collective bargaining, plant closing and mass layoffs, safety and health, workers’ compensation and worker classification, in each case, in all material respects. (ed) There has been no (x) “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state Laws) with respect to the Company or, (y) similar mass layoff or plant closing, with respect to any of the Company Subsidiary, in each case Subsidiaries since January 1, 20212018. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual or other harassment, discrimination or retaliation against (i) any current or former officer of the Company or the Company Subsidiaries, (ii) any current or former employee of the Company or the Company Subsidiaries at a level of Vice President (or equivalent) or above or (iii) any other current or former employee, director, consultant or independent contractor of the Company or any Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected to result in material liability to the Company or any Company Subsidiary.

Labor. (a) Neither Schedule 3.16(a) sets forth a list of each of the employees of the Company nor any Company Subsidiary is a party to, or bound by, any collective bargaining agreement or similar agreement or arrangement with any labor union, works council, or other labor organization. To and its Subsidiaries (the knowledge “CEC Employees”). (b) (i) None of the Company, as of the date hereof, there are no union organizing activities pending current or threatened with respect to any former employees of the Company or any Company Subsidiary, and no union, works council, of its Subsidiaries (“Employees”) is represented in his or other labor organization or group of employees her capacity as an employee of the Company or any Company Subsidiary has made of its Subsidiaries by any labor organization, other than with respect to a demand for recognition or certification or filed any petition or commenced a representation Proceeding before the National Labor Relations Board foreign Underlying Project or any other labor relations tribunal. (b) The Company has made available to Parent a correct and complete list, as Law of the date of this Agreement, of the names of all full-time, part-time and temporary jurisdiction in which employees of the Company and the Company Subsidiaries, including (the “Employee Census”): (i) their base salary such Underlying Project are located that functions as a labor agreement or hourly wageprovides protection for groups of individuals under common employment; (ii) whether paid on a salaryneither the Company nor any of its Subsidiaries has recognized any labor organization nor has any labor organization been elected as the collective bargaining agent of any Employees, hourly nor has the Company or other basisany of its Subsidiaries entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any Employees; (iii) their date there is no union organization activity involving any of hirethe Employees pending or, to the Knowledge of the Company, threatened, nor has there ever been union representation involving any of the Employees while employed by the Company or its Subsidiaries; (iv) their job titlethere are no strikes, slowdowns or work stoppages pending or, to the Knowledge of the Company, threatened; (v) their primary work location (citythere are no complaints, statepetitions, country)proceedings, charges or claims against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened which could be brought or filed with any Governmental Authority based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of, or failure by the Company or any of its Subsidiaries to employ, any individual, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since January 1, 2021 there has not been any, labor strike, organized work slowdown, or lockout, and, to the knowledge of the Company, there is no threat thereof, against the Company or any Company Subsidiary and (ii) there are no unfair labor practice charges, suits, claims, investigations, grievances or complaints pending or, to the knowledge of the Company, threatened by or on behalf of any employee or service provider or group of employees or service providers of the Company or any Company Subsidiary against the Company or any Company Subsidiary before a Governmental Entity. (d) The Company and each of the Company its Subsidiaries is in compliance with all applicable Laws relating to labor and employmentthe employment of labor, including all such Laws relating to wages and hours (including overtime)wages, labor relationshours, fair employment practices (including discrimination, harassment, and retaliation), immigrationWARN, collective bargaining, plant closing and mass layoffsdiscrimination, civil rights, safety and health, workers’ compensation and worker classification, in each case, in all material respects. the collection and payment of withholding and/or social security Taxes and any similar Tax except for immaterial non-compliance; and (evii) There there has been no (x) “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state Laws) WARN with respect to the Company or, (y) similar mass layoff or plant closing, with respect to any Company Subsidiary, in each case since January 1, 2021of its Subsidiaries within the previous six months. (fc) Since January 1To the Knowledge of the Company, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual or other harassment, discrimination or retaliation against (i) there is no labor organization representing any current or former officer of the Company employees of any Underlying Project, nor have such employees entered into any collective bargaining agreement or the Company Subsidiaries, union contract; (ii) there is no union organization activity involving any current or former employee of the Company employees of any Underlying Project pending or the Company Subsidiaries at a level of Vice President (or equivalent) or above or threatened, (iii) there are no strikes, slowdowns or work stoppages pending at any other current Underlying Project or former employeethreatened, director(iv) there are no complaints, consultant petitions, proceedings, charges or independent contractor claims against the Underlying Project pending or threatened which could be brought or filed with any Governmental Authority based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of, or failure by the Company or any Company Subsidiary that (solely of its Subsidiaries to employ, any individual, except as would not, individually or in the case of this subsection (iii)) could reasonably aggregate, be expected to result have a Material Adverse Effect; and (v) each Underlying Project is in material liability compliance with all Laws relating to the Company or employment of labor, including all such Laws relating to wages, hours, WARN, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any Company Subsidiarysimilar Tax except for immaterial non-compliance.

Labor. (ai) Neither Employees of the Company and the Company Subsidiaries are not represented by any labor union nor any Company Subsidiary is a party to, or bound by, are any collective bargaining agreement or similar agreement or arrangement with any labor union, works council, or other labor organization. To the knowledge of the Company, as of the date hereof, there are no union organizing activities pending or threatened agreements otherwise in effect with respect to any employees of the Company or any Company Subsidiary, and no union, works council, or other such employees. No labor organization or group of employees of the Company or any Company Subsidiary has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions presently pending or threatened to be brought or filed any petition or commenced a representation Proceeding before with the National Labor Relations Board or any other labor relations tribunal. (b) The Company has made available to Parent a correct and complete listtribunal or authority, as of nor have there been in the date of this Agreementlast three years. There are no strikes, of the names of all full-timework stoppages, part-time and temporary employees of the Company and the Company Subsidiariesslowdowns, including (the “Employee Census”): (i) their base salary labor picketing lockouts, material arbitrations or hourly wage; (ii) whether paid on a salarymaterial grievances, hourly or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since January 1, 2021 there has not been any, material labor strike, organized work slowdown, or lockout, anddisputes pending or, to the knowledge Knowledge of the Company, there is no threat thereof, threatened against or involving the Company or any Company Subsidiary and (ii) Subsidiary, nor have there are no unfair labor practice charges, suits, claims, investigations, grievances or complaints pending or, to been any in the knowledge of the Company, threatened by or on behalf of any employee or service provider or group of employees or service providers of the Company or any Company Subsidiary against the Company or any Company Subsidiary before a Governmental Entitypast year. (dii) The Company and each of the Company Subsidiaries is are in compliance in all material respects with all applicable federal and state Laws relating to labor and requirements respecting employment and employment practices, terms and conditions of employment, including Laws relating to wages and hours (including overtime), labor relations, fair employment practices (including discrimination, harassment, and retaliation), immigration, collective bargaining, plant closing disability, immigration, health and mass layoffssafety, safety wages, hours and healthbenefits, non-discrimination in employment, workers’ compensation and worker classification, in each case, in all material respectsthe collection and payment of withholding and/or payroll taxes and similar taxes. (eiii) There has been is no (x) “mass layoff” charge or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 complaint before any Governmental Entity, or applicable state Laws) with respect to the Company orlabor arbitration proceeding, (y) similar mass layoff pending or plant closingthreatened alleging unlawful discrimination in employment practices, with respect to any Company Subsidiary, in each case since January 1, 2021. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual unfair labor practices or other harassment, discrimination or retaliation against (i) any current or former officer of the Company or the Company Subsidiaries, (ii) any current or former employee of the Company or the Company Subsidiaries at a level of Vice President (or equivalent) or above or (iii) any other current or former employee, director, consultant or independent contractor of the Company or any Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected to result in material liability to unlawful employment practices by the Company or any Company Subsidiary. (iv) To the Knowledge of the Company, since December 31, 2017, (i) no allegations of sexual harassment or misconduct have been made against (A) an officer of the Company or any of the Company Subsidiaries, (B) a member of the board of directors of the Company or any of the Company Subsidiaries, or (C) an employee of the Company or any of the Company Subsidiaries with a total annual compensation opportunity in excess of $75,000, and (ii) neither the Company nor any of the Company Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment or misconduct by (A) an officer of the Company or any of the Company Subsidiaries, (B) a member of the board of directors of the Company or any of the Company Subsidiaries, or (C) an employee of the Company or any of the Company Subsidiaries. As of the date hereof, the Company has in place a comprehensive Board of Directors-approved employee code of conduct and anti-harassment and discrimination policy.

Labor. (a) Neither Section 5.9 of the Company nor any Company Subsidiary is Disclosure Schedule sets forth a party to, or bound by, any true and complete list of all material collective bargaining agreement or similar agreement or arrangement agreements, works council agreements, labor union contracts and trade union agreements (each a “Collective Bargaining Agreement”) with any labor union, works council, or other labor organizationorganization to which the Company or any of its Subsidiaries is a party or by which it is bound as of the date hereof (excluding agreements with terms set by applicable Law). To the knowledge Knowledge of the Company, as of the date hereofof this Agreement, there are no union organizing activities pending or threatened with respect to any employees of the Company or any Company Subsidiary, and no union, works council, or other labor organization or group of employees of the Company or any of its Subsidiaries represents any employees of the Company Subsidiary has made a demand or any of its Subsidiaries or is seeking to organize any employees for purposes of collective bargaining or demanding recognition or certification or filed any petition or commenced a representation Proceeding before seeking to bargain collectively with the National Labor Relations Board Company or any other of its Subsidiaries (except with respect to any Collective Bargaining Agreement disclosed in Section 5.9(a) of the Company Disclosure Schedule) except as would not have a Company Material Adverse Effect. Except as would not have a Company Material Adverse Effect, as of the date hereof, (i) there are no actual or, to the Knowledge of the Company, threatened in writing strikes, lockouts, slowdowns, work stoppages or labor relations tribunaldisputes with respect to the Company or any of its Subsidiaries, and (ii) to the Knowledge of the Company, no Employee or Other Service Provider is in violation of any term of any employment agreement, consulting agreement, applicable Law or any restrictive covenant obligation (including any non-compete, non-solicit, non-interference, non-disparagement or confidentiality obligation) (each, a “Restrictive Covenant”) (i) to any of the Company or any of its Subsidiaries or (ii) to a former employer or engager of any such individual relating (y) to the right of any such individual to work for any of Company or any of its Subsidiaries or (z) to the knowledge or use of trade secrets or proprietary information of such former employer or engager. (b) The Except as would not have a Company has made available to Parent a correct Material Adverse Effect, in connection with the execution of this Agreement and complete list, as the consummation of the date of this AgreementTransactions, of the names of all full-time, part-time and temporary employees of either: (i) the Company and the Company Subsidiariesits Subsidiaries are not required to provide notice to or consult with, including (the “Employee Census”): (i) their base salary or hourly wage; (ii) whether paid on a salarythe Companies and its Subsidiaries have provided any required notice to, hourly or engaged in any required consultation with, any labor union, works council or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (citylabor organization, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and pursuant to any similar state law. The Company has made available Collective Bargaining Agreement to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since January 1, 2021 there has not been any, labor strike, organized work slowdown, or lockout, and, to the knowledge of the Company, there is no threat thereof, against the Company or which any Company Subsidiary and (ii) there are no unfair labor practice charges, suits, claims, investigations, grievances or complaints pending or, to the knowledge of the Company, threatened by or on behalf of any employee or service provider or group of employees or service providers of the Company or any Company Subsidiary against the Company or any Company Subsidiary before a Governmental Entity. (d) The Company and each of the Company its Subsidiaries is in compliance with all a party or bound, or pursuant to applicable Laws relating to labor and employment, including Laws relating to wages and hours (including overtime), labor relations, fair employment practices (including discrimination, harassment, and retaliation), immigration, collective bargaining, plant closing and mass layoffs, safety and health, workers’ compensation and worker classification, in each case, in all material respectsLaw. (e) There has been no (x) “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state Laws) with respect to the Company or, (y) similar mass layoff or plant closing, with respect to any Company Subsidiary, in each case since January 1, 2021. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual or other harassment, discrimination or retaliation against (i) any current or former officer of the Company or the Company Subsidiaries, (ii) any current or former employee of the Company or the Company Subsidiaries at a level of Vice President (or equivalent) or above or (iii) any other current or former employee, director, consultant or independent contractor of the Company or any Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected to result in material liability to the Company or any Company Subsidiary.

Labor. (a) Neither Except as set forth on Section 4.18 of the Company Disclosure Schedule, the Company is not, nor any Company Subsidiary is has it ever been, a party to, to any labor or bound by, any collective bargaining agreement or similar agreement or arrangement other Contract with any labor a union, employee representative body, works councilcouncil or labor organization (collectively, “Union”) in respect of any employee or other labor organization. To the knowledge group of employees of the Company, as and there is not, nor has there ever been, any Union representing or purporting to represent any employee of the date hereofCompany, and, to the Company’s Knowledge, no Union or group of employees is seeking or has sought or threatened to organize employees for the purpose of collective bargaining. Except as set forth on Section 4.18 of the Company Disclosure Schedule, (i) there are no union organizing no, and there have been no, strikes, work stoppages, work slowdowns, lockouts, picketing or other similar labor disruption or activities pending or or, to the Knowledge of the Company, threatened with respect to any employees of affecting the Company or any Company Subsidiaryof its employees, and no union(ii) the Company has not engaged in any unfair labor practice, works counciland there is not now, nor has there been, any unfair labor practice charges, administrative charges, grievances, lawsuits, or other labor organization complaints pending or, to the Knowledge of the Company, anticipated or threatened by or on behalf of any current or former employee or group of employees of the Company involving or affecting the Company or any Company Subsidiary has made of its officers, directors, managers, employees, agents or representatives before a demand for recognition or certification or filed any petition or commenced a representation Proceeding before the National Labor Relations Board or any other labor relations tribunalGovernmental Authority. (b) The Company has made available to Parent a correct and complete list, as Section 4.18(b) of the date of this Agreement, of the names Company Disclosure Schedule sets forth a complete and accurate list of all full-time, part-time and temporary employees of the Company and the Company SubsidiariesCompany, including (the “Employee Census”): (i) their each such employee’s name or employee ID, (ii) position or title, (iii) annualized base salary or hourly wage; wage (iias applicable), (iv) whether paid on a salaryannual commission opportunity and bonus potential, hourly or other basis; (iiiv) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and business location, (vii) accrued, unused vacation, sick and/or paid time off, (viii) part-time or full-time status, (ix) whether they are on any leave of absence status, and if so, the anticipated return date, (x) whether such employee is classified as exempt or non-exempt for wage and hour purposes, and (xi) the total amount of bonus, severance, retention, change of control and/or other amounts to be paid to such employee at the Closing or otherwise in connection with the Transactions. (c) Section 4.18(c) of the Company Disclosure Schedule contains a complete and accurate list of all independent contractors, consultants, leased employees or temporary employees of the Company (“Contingent Workers”), showing for each Contingent Worker (i) the nature of services provided, (ii) initial date of engagement, (iii) expected contract termination date (if known), (iv) location, (v) fee or compensation arrangements (e.g., amount and schedule), (vi) average hours of services performed per week, (vii) any notice period required for termination of the relationship, and (viii) other material contractual terms. (d) The Company is, and for the past four (4) years has been, in compliance in all material respects with all applicable Laws and regulations respecting labor and employment matters in each jurisdiction within which the Company operates or employs or engages workers (including but not limited to prospective employment of applicants and engagement of independent contractors), including with respect to all Laws relating to employee classification and the classification of consultants and independent contractors, labor relations, equal employment opportunities, wages and hours, pay equity, pay frequency, fair employment practices, employment application processes and/or screenings, assignment of employee inventions, employment discrimination, harassment, retaliation, reasonable accommodation, leaves of absence, disability rights or benefits, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy (including required privacy notices), workers’ compensation, sick leave (paid and unpaid), expense reimbursements, deductions from wages, benefits, unemployment insurance, workplace safety and health, immigration, terms and conditions of employment, and wage and hour matters for purposes of federal, state and local Law. To the U.S. Fair Labor Standards Act and extent that any similar state law. The Contingent Workers are currently or have been employed or used within the past four (4) years, the Company has made available to Parent a correct properly classified and complete listtreated them in accordance with applicable Laws and for purposes of all wage, hour, classification, Tax Laws and regulations and employee benefit plans and perquisites. (e) Except as set forth in Section 4.18(e) of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries.Company’s Disclosure Schedule: (i) There there are currently no, and since January 1within the last four (4) years there have been no, 2021 there has not been any, labor strike, organized work slowdown, or lockout, and, to the knowledge of the Company, there is no threat thereof, against the Company or any Company Subsidiary and (ii) there are no unfair labor practice chargesActions, suits, claims, investigations, grievances formal or complaints pending orinformal grievances, complaints, charges or other legal proceedings against the Company pending, or to the knowledge Knowledge of the Company, threatened or anticipated to be brought or filed, by or on behalf with any judicial, regulatory or administrative forum, under any private dispute resolution procedure or internally in connection with employment or labor matters, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hour, or any other employment related matter arising under applicable Laws, and there are no circumstances that exist which might give rise to any such Action, suit, claim, investigation, formal or informal grievance, complaint, charge or other legal proceeding; (ii) none of the employment policies or practices of the Company are currently being, or within the last four (4) years have been, audited or investigated; (iii) neither the Company, nor any of its respective officers is, or within the last four (4) years has been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any employee labor or service provider employment matters; (iv) the Company is in compliance with the requirements of the Immigration Reform Control Act of 1986, including but not limited to all applicable policies with respect to collecting, verifying and retaining complete and accurate copies of U.S. Citizenship and Immigration Services Form I-9 for each of their current and former employees; (v) the Company is not subject to any affirmative action obligations under any Law, including, without limitation, Executive Order 11246, and is not a government contractor or subcontractor for purposes of any law with respect to the terms and conditions of employment, including, without limitation, the Service Contracts Act or prevailing wage Laws; (vi) all employees, except for employees located in the Philippines, who enjoy security of tenure and the grounds for termination of employment are provided for under the law, are employed on an at-will basis and their employment can be terminated at any time for any lawful reason, without notice, and without any amounts being owed to such employee, except for amounts required to be paid by applicable Laws; and (vii) the Company is not delinquent in payments to any of its respective current or former employees or Contingent Workers for any wages (including minimum wage, overtime, meal period and rest break penalties, and waiting time penalties), salaries, commissions, bonuses, fees or other compensation payable for any services performed by them or amounts required to be reimbursed to such employees or Contingent Workers on or prior to the date hereof, and all such payments have been paid in full and there are no outstanding agreements, understandings or commitments of the Company with respect to any additional compensation, commissions or bonuses. (f) There is no officer, senior management-level employee, or group of employees or service providers Contingent Workers of the Company who has or any Company Subsidiary against have indicated an intention to terminate his, her or their employment with the Company or any Company Subsidiary before a Governmental Entity. (d) The Company and each of the Company Subsidiaries is in compliance with all applicable Laws relating to labor and employment, including Laws relating to wages and hours (including overtime), labor relations, fair employment practices (including discrimination, harassmentCompany, and retaliation)in the past six (6) months, immigration, collective bargaining, plant closing and mass layoffs, safety and health, workers’ compensation and worker classification, in each case, in all material respects. (e) There has been no (x) “mass layoff” officer or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state Laws) with respect to the Company or, (y) similar mass layoff or plant closing, with respect to any Company Subsidiary, in each case since January 1, 2021. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual or other harassment, discrimination or retaliation against (i) any current or former officer of the Company or the Company Subsidiaries, (ii) any current or former senior management-level employee of the Company or the Company Subsidiaries at a level of Vice President has been terminated from employment for any reason. (or equivalentg) or above or (iii) any other current or former employee, director, consultant or independent contractor There are no Liabilities of the Company relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. (h) There are no outstanding inspection orders or any pending or threatened charges under OSHA or any other applicable occupational health and safety Law. There have been no fatal or OSHA reportable accidents that could lead to charges under OSHA or any other applicable occupational health and safety Laws. The Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected to result in material liability has complied with any Orders issued to the Company under OSHA or any other applicable occupational health and safety legislation and there are no appeals of any Orders issued to the Company Subsidiarythat are currently outstanding. (i) The Company has not furloughed or terminated any employee’s employment as a result of COVID-19, and no such employees of the Company have requested or taken additional sick time or leave as a result of COVID-19 in a manner outside of the Ordinary Course of Business.

Labor. (a) Neither Section 3.13 of the Company nor Disclosure Schedule sets forth a list of all collective bargaining agreements with any labor union or other representative of a group of employees to which the Company Subsidiary or any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement or similar agreement or arrangement with any labor union, works council, or other labor organization. To the knowledge of the Company, (“Collective Bargaining Agreements”) as of the date hereof. True and complete copies of each such Collective Bargaining Agreement, there are no union organizing activities pending including all amendments and supplements thereto, have been made available to Parent. (b) There is not any work stoppage, slowdown, lockout, picketing or threatened with respect to any employees of employee strike involving the Company or any of its Subsidiaries and, to the Knowledge of the Company, none of the foregoing that would reasonably be expected to have a Company Subsidiary, and Material Adverse Effect has been threatened. There are no union, works council, or other unfair labor organization or group of employees of practice complaints pending against the Company or any Company Subsidiary has made a demand for recognition or certification or filed any petition or commenced a representation Proceeding of its Subsidiaries before the National Labor Relations Board or any other labor relations tribunal. (b) The Company tribunal or authority. No petition has made available to Parent a correct and complete list, as been filed or proceedings instituted by an employee or group of the date of this Agreement, of the names of all full-time, part-time and temporary employees of the Company and or any of its Subsidiaries with any labor relations board seeking recognition of a bargaining representative that is not already the bargaining representative of such employee or group of employees. There is no organizational effort currently being made or threatened by, or on behalf of, any labor union to organize any employees of the Company Subsidiaries, including (the “Employee Census”): (i) their base salary or hourly wage; (ii) whether paid on a salary, hourly or other basis; (iii) their date any of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; its Subsidiaries and (vii) whether they are classified as exempt or non-exempt there is no pending demand for purposes recognition of any employees of the U.S. Fair Labor Standards Act and Company or any similar state law. The Company has made available to Parent a correct and complete listof its Subsidiaries by or on behalf of, as any labor union. (c) As of the date of this Agreementhereof, to the Knowledge of the names Company, no current executive, key employee or group of the individual and sole proprietor independent contractors who provide services for employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company and the Company or any of its Subsidiaries. (id) There The Company and its Subsidiaries are currently noin compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, including but not limited to wages and hours and the classification of employees and independent contractors, and since January 1, 2021 there has have not been any, labor strike, organized work slowdown, or lockout, and, to the knowledge of the Company, there is no threat thereof, against the Company or and are not engaged in any Company Subsidiary and (ii) there are no unfair labor practice chargesas defined by any applicable Laws, suitsthe violation of which could, claimsindividually or in the aggregate, investigationshave a Company Material Adverse Effect. There is no investigation, grievances audit or complaints review pending (or, to the knowledge of the Company, threatened threatened) by any Governmental Authority with respect to the Company or on behalf any of its Subsidiaries concerning employment and employment practices, terms and conditions of employment, or unfair labor practices as defined by any applicable Laws, an adverse finding in which could, individually or in the aggregate, have a Company Material Adverse Effect. (e) The Company and its Subsidiaries have provided to Parent copies of all written employment agreements, and are in material compliance with all employment agreements, consulting and other service contracts, written employee or service provider human resources personnel policies (to the extent they contain enforceable obligations), handbooks or group manuals, and severance or separation agreements, except as would not reasonably be expected to have a Company Material Adverse Effect. (f) Neither the Company nor any of employees its Subsidiaries has, during the ninety (90) day period prior to the date hereof, taken any action that would constitute a “Mass Layoff” or service providers “Plant Closing” within the meaning of the Worker Adjustment Retraining and Notification (“WARN”) Act or would otherwise trigger notice requirements or liability under any other Laws respecting plant closing notice. No arbitration, court decision or governmental order to which the Company or any of its Subsidiaries is a party or is subject in any way limits or restricts the Company or any of its Subsidiaries from relocating or closing any of the operations of the Company or any Company Subsidiary against the Company or any Company Subsidiary before a Governmental Entityof its Subsidiaries. (d) The Company and each of the Company Subsidiaries is in compliance with all applicable Laws relating to labor and employment, including Laws relating to wages and hours (including overtime), labor relations, fair employment practices (including discrimination, harassment, and retaliation), immigration, collective bargaining, plant closing and mass layoffs, safety and health, workers’ compensation and worker classification, in each case, in all material respects. (e) There has been no (x) “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state Laws) with respect to the Company or, (y) similar mass layoff or plant closing, with respect to any Company Subsidiary, in each case since January 1, 2021. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual or other harassment, discrimination or retaliation against (i) any current or former officer of the Company or the Company Subsidiaries, (ii) any current or former employee of the Company or the Company Subsidiaries at a level of Vice President (or equivalent) or above or (iii) any other current or former employee, director, consultant or independent contractor of the Company or any Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected to result in material liability to the Company or any Company Subsidiary.

Labor. (a) Neither the Company nor any Company Subsidiary of its Subsidiaries is a party to, to any labor or bound by, any collective bargaining or works council agreement and within the past six (6) years there has been no labor, collective bargaining or similar works council agreement to which the Company or arrangement with any labor union, works council, or other labor organization. To of its Subsidiaries and the knowledge of the Company, as of the date hereof, there are no union organizing activities pending or threatened with respect to any current employees of the Company or any of its Subsidiaries are subject or to which the Company Subsidiaryor any of its Subsidiaries has been subject with respect to any former employee of the Company or any of its Subsidiaries, when such former employee was employed by the Company or any of its Subsidiaries. (b) No employees of the Company or any of its Subsidiaries are, or at any time during the past six (6) years of their employment by the Company or any of its Subsidiaries have been, represented by any labor organization or works council with respect to their employment by the Company or any of its Subsidiaries. No labor organization or group of current or former employees of the Company or its Subsidiaries has made a pending demand for recognition, and there are no unionrepresentation proceedings or petitions seeking a representation proceeding presently pending or, works councilto the Knowledge of the Company, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. To the Knowledge of the Company, there is no organizing activity involving the Company or its Subsidiaries pending or threatened by any labor organization or group of employees of the Company or any Company Subsidiary has made a demand for recognition or certification or filed any petition or commenced a representation Proceeding before the National Labor Relations Board or any other labor relations tribunal. (b) The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiaries, including (the “Employee Census”): (i) their base salary or hourly wage; (ii) whether paid on a salary, hourly or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company its Subsidiaries. (ic) There are currently no: (i) strikes, and since January 1work stoppages, 2021 there has not been anyslowdowns, lockouts or arbitrations; or (ii) material grievances or other material labor strike, organized work slowdown, or lockout, anddisputes pending or, to the knowledge Knowledge of the Company, there is no threat thereof, threatened against the Company or any Company Subsidiary and (ii) there of its Subsidiaries. There are no material unfair labor practice charges, suits, claims, investigations, grievances or complaints pending or, to the knowledge Knowledge of the Company, threatened against the Company or any of its Subsidiaries by or on behalf of any current or former employee or service provider or group of employees or service providers of the Company or any Company Subsidiary against the Company or any Company Subsidiary before a Governmental Entityof its Subsidiaries. (d) The Except as set forth in Section 2.14(d) of the Disclosure Letter, there are no complaints, charges or claims against the Company and each pending or, to the Knowledge of the Company, threatened that could be brought or filed, with any Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of or failure to employ, any individual. Each of the Company and its Subsidiaries is in compliance in all material respects with all applicable Laws relating to labor and employmentthe employment of labor, including all such Laws relating to wages and hours (including overtime)wages, labor relationshours, fair employment practices (including discrimination, harassment, and retaliation), immigrationWARN, collective bargaining, plant closing and mass layoffsdiscrimination, civil rights, safety and health, health and workers’ compensation and worker classification, in each case, in all material respects. (e) compensation. There has been no (x) “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state LawsWARN) with respect to the Company oror any of its Subsidiaries within the six (6) months prior to Closing. As of the date of this Agreement, (y) similar mass layoff or plant closing, with respect no Key Employee has given written notice to any Company Subsidiary, in each case since January 1, 2021. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual or other harassment, discrimination or retaliation against (i) any current or former officer of the Company or the Company Subsidiaries, (ii) any current its Subsidiaries that such employee intends to terminate his or former employee of the Company her employment or the Company Subsidiaries at a level of Vice President (or equivalent) or above or (iii) any other current or former employee, director, consultant or independent contractor of service with the Company or any Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected to result in material liability to the Company or any Company Subsidiaryits Subsidiaries.

Labor. (a) Neither the Company nor any Company Subsidiary of the Acquired Subsidiaries is a party to, to any labor or bound by, any collective bargaining agreement or similar agreement or arrangement with any labor union, works council, or other labor organization. To the knowledge of the Company, as of the date hereof, and there are no union organizing activities pending labor or threatened with respect collective bargaining agreements which pertain to any employees of the Company or any Company Subsidiary, and no union, works council, or other of the Acquired Subsidiaries. (b) No Employees are represented by any labor organization. No labor organization or group of employees of the Company or any Company Subsidiary of the Acquired Subsidiaries has made a pending demand for recognition recognition, and there are no representation proceedings or certification or filed any petition or commenced petitions seeking a representation Proceeding before proceeding presently pending or, to the National Labor Relations Board Knowledge of Seller or any other the Company, threatened to be brought or filed, with a labor relations tribunal. (b) The Company has made available to Parent a correct and complete list, as . To the Knowledge of the date of this Agreement, of the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiaries, including (the “Employee Census”): (i) their base salary Seller or hourly wage; (ii) whether paid on a salary, hourly or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since January 1, 2021 there has not been any, labor strike, organized work slowdown, or lockout, and, to the knowledge of the Company, there is no threat thereof, against organizing activity involving the Company or any of the Acquired Subsidiaries pending or threatened by any labor organization or group of employees of the Company Subsidiary and or any of the Acquired Subsidiaries. (c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) there material grievances or other labor disputes pending or, to the Knowledge of Seller or the Company, threatened against or involving the Company or any of the Acquired Subsidiaries. There are no unfair labor practice charges, suits, claims, investigations, formal grievances or formal complaints pending or, to the knowledge Knowledge of Seller or the Company, threatened by or on behalf of any employee or service provider or group of employees or service providers of the Company. (d) None of Seller, the Company or any Company Subsidiary of the Acquired Subsidiaries have received notice of any complaints, charges or claims against the Company or any of the Acquired Subsidiaries that could be brought or filed, with any Governmental Body or based on, arising out of, in connection with or otherwise relating to the employment or termination of employment, or failure to employ, by the Company Subsidiary before a Governmental Entity. (d) The Company and each or any of the Acquired Subsidiaries of any individual. Each of the Company and the Acquired Subsidiaries is in compliance with all applicable Laws relating to labor and employmentthe employment of labor, including all such Laws relating to wages and hours (including overtime)wages, labor relations, fair employment practices (including discrimination, harassmenthours, and retaliation), immigrationany similar mass layoff or plant closing Law, collective bargaining, plant closing and mass layoffsdiscrimination, civil rights, safety and health, workers’ ' compensation and worker classification, in each case, in all material respectsthe collection and payment of withholding and/or social security taxes and any similar tax except for immaterial non-compliance. (e) There has been no (x) “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state Laws) with respect to the Company or, (y) similar mass layoff or plant closing, with respect to any Company Subsidiary, in each case since January 1, 2021. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual or other harassment, discrimination or retaliation against (i) any current or former officer of the Company or the Company Subsidiaries, (ii) any current or former employee of the Company or the Company Subsidiaries at a level of Vice President (or equivalent) or above or (iii) any other current or former employee, director, consultant or independent contractor of the Company or any Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected to result in material liability to the Company or any Company Subsidiary.

Labor. (a) Neither the Company nor any Company Subsidiary is a party to, or bound by, any collective bargaining agreement or similar agreement or arrangement with any labor union, works council, or other labor organization. To the knowledge of the Company, as of the date hereof, there are no union organizing activities pending or threatened with respect to any No employees of the Company Business or Radiocoms or any Company Subsidiaryof its Subsidiaries are represented by any labor organization, and no union, works council, or other labor organization or group of employees of the Company Business or Radiocoms or any Company Subsidiary of its Subsidiaries has made a demand for recognition or certification or recognition, has filed any a petition or commenced seeking a representation Proceeding before the National Labor Relations Board proceeding or given Radiocoms or any other labor relations tribunalof its Subsidiaries or Relevant Affiliates written notice of any intention to be represented by a collective bargaining representative. No collective bargaining agreement is currently being negotiated with respect to any employees of the Business or Radiocoms or any of its Subsidiaries. (b) The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiaries, including (the “Employee Census”): (i) their base salary or hourly wageThe Business and Radiocoms and each of its Subsidiaries is in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and with each collective bargaining agreement applicable to it, and is not engaged in any unfair labor practice; (ii) whether paid on a salaryto the knowledge of Seller, hourly there is no unfair labor practice charge, complaint or other basissimilar claim relating to the Business against Radiocoms or any of its Subsidiaries or Relevant Affiliates pending or threatened before any Governmental Body charged with the regulation or oversight of labor relations or similar matters; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since January 1, 2021 there has not been any, is no labor strike, organized work slowdown, slowdown or lockout, and, to the knowledge of the Company, there is no threat thereof, against the Company stoppage or any Company Subsidiary and (ii) there are no unfair other significant labor practice charges, suits, claims, investigations, grievances dispute or complaints disturbance pending or, to the knowledge of the CompanySeller, threatened by against or affecting the Business or Radiocoms or any of its Subsidiaries; (iv) to the knowledge of Seller, there is no representation claim or petition pending before any Governmental Body charged with the regulation or oversight of labor relations or similar matters, and no question concerning representation exists with respect to the respective employees of the Business or Radiocoms or any of its Subsidiaries; (v) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending, and no claim therefor exists, which in any case could reasonably be expected to have a Material Adverse Effect on behalf the Business or Radiocoms and its Subsidiaries, taken as a whole; and (vi) neither the Business nor Radiocoms or any of its Subsidiaries has experienced any employee work stoppage or service provider other significant labor difficulty during the past three years. (c) There are no agreements or supplemental agreements currently in effect between Radiocoms or any of its Subsidiaries or Affiliates and any collective bargaining representative representing a group of employees employed by the Business or service providers of the Company Radiocoms or any Company Subsidiary against the Company or any Company Subsidiary before a Governmental Entityof its Subsidiaries. (d) The Company and each Section 4.17(d) of the Company Subsidiaries is in compliance with Radiocoms Disclosure Letter sets forth the names of all applicable Laws relating to labor and employment, including Laws relating to wages and hours (including overtime), labor relations, fair employment practices (including discrimination, harassment, and retaliation), immigration, collective bargaining, plant closing and mass layoffs, safety and health, workers’ compensation and worker classification, in each case, in all material respects. (e) There has been no (x) “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state Laws) with respect to the Company or, (y) similar mass layoff or plant closing, with respect to any Company Subsidiary, in each case since January 1, 2021. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual or other harassment, discrimination or retaliation against (i) any current or former officer present salaried employees of the Company Business or the Company Subsidiaries, (ii) any of Radiocoms and its Subsidiaries and their current or former employee of the Company or the Company Subsidiaries at a level of Vice President (or equivalent) or above or (iii) any annual salaries and other current or former employee, director, consultant or independent contractor of the Company or any Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected to result in material liability to the Company or any Company Subsidiarycompensation.

Labor. (ai) Neither To the Company nor Knowledge of Sellers, each Seller is in compliance, in all material respects, with all applicable Laws regarding employment and employment practices, including, without limitation, all applicable Laws regarding terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, equal employment opportunity, affirmative action, plant closures and layoffs, workers’ compensation, labor relations, disability rights or benefits, employee leave issues, worker classification, and unemployment insurance, (ii) since January 1, 2014, no Seller has received written notice of the intent of any Company Subsidiary Governmental Body responsible for the enforcement of any such Laws to conduct an investigation with respect to or relating to any such Laws, or written notice that such investigation is in progress, and (iii) no Seller is a party to, or otherwise bound by, any Order relating to employees or employment practices. (b) No Seller is a party to or bound by any collective bargaining agreement or similar agreement or arrangement with any labor union, works council, organization or is negotiating any such agreement. There are no (i) pending unfair labor practice or other labor organization. To or employment charges, complaints, grievances, arbitration proceedings or other Legal Proceedings against any Seller nor, to the knowledge 4306983-11 Knowledge of the CompanySellers, as is any such charge, complaint, grievance, proceeding or other Legal Proceeding threatened, (ii) labor strikes, disputes, slowdowns, work stoppages or lockouts that have occurred within the past three (3) years or that are pending or, to the Knowledge of the date hereofSellers, there are no union organizing activities pending threatened against any Seller, and (iii) to the Knowledge of the Sellers, attempts by any employees of any Seller to unionize or threatened collectively bargain with respect any Seller. No Seller has engaged in any unfair labor practice. (c) All compensation, including wages, commissions and bonuses payable to any employees of the Company Sellers for services performed on or any Company Subsidiaryprior to the date hereof have been paid in full, will be paid in full by the day of the employee’s separation, or are included in accrued liabilities to be retained by Sellers, and there are no unionoutstanding agreements, works councilunderstandings or commitments of any Seller with respect to any compensation, commissions or other labor organization bonuses. To the Knowledge of each Seller, such Seller has withheld all amounts required by law or group agreement to be withheld from the wages or salaries of employees and such Seller is not liable for any arrears of any tax or penalties for failure to comply with the Company or any Company Subsidiary has made a demand for recognition or certification or filed any petition or commenced a representation Proceeding before the National Labor Relations Board or any other labor relations tribunal. (b) The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of all full-time, part-time and temporary foregoing. All employees of the Company and the Company Subsidiaries, including (the “Employee Census”): (i) their base salary or hourly wage; (ii) whether paid on a salary, hourly or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of under the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, local wage and hour laws or individuals providing services as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There or consultants are currently no, and since January 1, 2021 there has not been any, labor strike, organized work slowdown, or lockout, and, to the knowledge of the Company, there is no threat thereof, against the Company or any Company Subsidiary and (ii) there properly classified in all material respects are no unfair labor practice charges, suits, claims, investigations, grievances or complaints pending or, to the knowledge of the Company, threatened by or on behalf of any employee or service provider or group of employees or service providers of the Company or any Company Subsidiary against the Company or any Company Subsidiary before a Governmental Entity. (d) The Company and each of the Company Subsidiaries is in compliance with all applicable Laws relating to labor and employment, including Laws relating to wages and hours (including overtime), labor relations, fair employment practices (including discrimination, harassment, and retaliation), immigration, collective bargaining, plant closing and mass layoffs, safety and health, workers’ compensation and worker classification, in each case, properly classified in all material respects. (ed) There has been no (x) “mass layoff” or “plant closing” (Except as defined by disclosed in Schedule 5.15, the Worker Adjustment and Retraining Notification Act of 1988 or applicable state Laws) with respect to the Company or, (y) similar mass layoff or plant closing, with respect Sellers are not party to any Company Subsidiary, in each case since January 1, 2021. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of other employment, labor or compensation agreements with any allegations of sexual or other harassment, discrimination or retaliation against (i) any current or former officer of the Company or the Company Subsidiaries, (ii) any current or former employee of the Company or the Company Subsidiaries at a level of Vice President (or equivalent) or above or (iii) any other current or former employee, director, consultant or independent contractor of the Company or any Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected to result in material liability to the Company or any Company Subsidiaryemployees.

Labor. (a) (i) Neither the Company nor any Company Subsidiary is the subject of any material Proceeding asserting that the Company or any Company Subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor union or labor organization, nor, to the knowledge of the Company, is any such Proceeding threatened, (ii) there are no material charges or complaints against the Company or any Company Subsidiary pending with or threatened in writing by the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, or any other Governmental Entity, (iii) except as would not have a Company Material Adverse Effect, the Company and each Company Subsidiary are, and since January 1, 2017 have been, in compliance with all applicable Employment Laws, including Laws in respect of reduction in force (including notice, information and consultation requirements), and there is no claim of any kind pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary concerning employment-related matters or breach of any Employment Laws, and (iv) since January 1, 2017, there has been no work stoppage, labor strike, slowdown, or lockout, or, to the knowledge of the Company, threat thereof, against the Company or any Company Subsidiary. Since, January 1, 2017, and except as set forth on Section 3.14(a) of the Company Disclosure Letter, (i) neither the Company nor any Company Subsidiary is or has been a party to, or bound by, any collective bargaining agreement or similar agreement or arrangement with any labor unionunion or similar organization (each a “Collective Bargaining Agreement”), works council, (ii) no employees of the Company or other any Company Subsidiary have been represented by any labor organization. To union or similar organization with respect to their employment for the Company or any Company Subsidiary and (iii) to the knowledge of the Company, as there have been no activities or Proceedings of the date hereof, there are no any labor or trade union organizing activities pending or threatened with respect other like organization to any organize employees of the Company or any Company Subsidiary, and no union, works council, or other labor organization or group of employees of the Company or any Company Subsidiary has made a demand for recognition or certification or filed any petition or commenced a representation Proceeding before the National Labor Relations Board or any other labor relations tribunal. (b) The Company has made available to Parent a correct complete and complete listaccurate list of the employee identification number, job title, job grade (as applicable), current base salary or wage rate, base salary or wage rate for the previous year, target incentive compensation (as applicable), commission rate (as applicable), bonus or commissions payments in the last year, accrued but unused paid leave balance, date of commencement of employment, work location, full-time or part-time status, exempt or non-exempt status, temporary or permanent status, status as an active or inactive employee, and date of commencement of leave (as applicable), of each employee of the Company and any Company Subsidiary as of the date of this Agreement, of the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiaries, including Agreement (the “Employee Census”): (i) their base salary or hourly wage; (ii) whether paid on a salary, hourly or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of a day within the five (5) days prior to the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries). (i) There are currently no, and since January 1, 2021 there has not been any, labor strike, organized work slowdown, or lockout, and, to the knowledge of the Company, there is no threat thereof, against the Company or any Company Subsidiary and (ii) there are no unfair labor practice charges, suits, claims, investigations, grievances or complaints pending or, to the knowledge of the Company, threatened by or on behalf of any employee or service provider or group of employees or service providers of the Company or any Company Subsidiary against the Company or any Company Subsidiary before a Governmental Entity. (d) The Company and each of the Company Subsidiaries is in compliance with all applicable Laws relating to labor and employment, including Laws relating to wages and hours (including overtime), labor relations, fair employment practices (including discrimination, harassment, and retaliation), immigration, collective bargaining, plant closing and mass layoffs, safety and health, workers’ compensation and worker classification, in each case, in all material respects. (e) There has been no (x) “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state Laws) with respect to the Company or, (y) similar mass layoff or plant closing, with respect to any Company Subsidiary, in each case since January 1, 2021. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual or other harassment, discrimination or retaliation against (i) any current or former officer of the Company or the Company Subsidiaries, (ii) any current or former employee of the Company or the Company Subsidiaries at a level of Vice President (or equivalent) or above or (iii) any other current or former employee, director, consultant or independent contractor of the Company or any Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected to result in material liability to the Company or any Company Subsidiary.

Labor. (a) Neither Except as set forth on Section 4.17(a) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is of its Subsidiaries is, or has been at any time during the past three (3) years, a party to, bound by or bound by, negotiating any labor or collective bargaining agreement in respect of any employee or similar agreement group of employees of the Company or arrangement with any labor union, works council, or other labor organizationof its Subsidiaries. To the knowledge Knowledge of the Company, as no labor organization, union, or group of the date hereofemployees has made a pending demand for recognition, and there are no union organizing activities representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or threatened filed, with the National Labor Relations Board or other labor relations tribunal with respect to any employees of the Company or any of its Subsidiaries. Neither the Company Subsidiary, and no union, works council, or other nor any of its Subsidiaries has any duty to bargain with any labor organization or group of employees of the Company or any Company Subsidiary has made a demand for recognition or certification or filed any petition or commenced a representation Proceeding before the National Labor Relations Board or any other labor relations tribunalunion. (b) The Company has made available to Parent a correct and complete list, Except as of the date of this Agreement, of the names of all full-time, part-time and temporary employees set forth on Section 4.17(b) of the Company and the Company SubsidiariesDisclosure Schedule, including (the “Employee Census”): (i) their base salary or hourly wage; (ii) whether paid on a salary, hourly or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they there are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since January 1at any time during the past three (3) years there have been no, 2021 there has not been anystrikes, work stoppages, work slowdowns, lockouts, picketing or other similar labor strike, organized work slowdown, or lockout, andactivities pending or, to the knowledge Knowledge of the Company, there is no threat thereof, threatened against the Company or any Company Subsidiary of its Subsidiaries, and (ii) there are no material unfair labor practice charges, suits, claims, investigations, grievances or complaints pending or, to the knowledge Knowledge of the Company, threatened by or on behalf of any employee or service provider or group of employees or service providers of the Company or any Company Subsidiary of its Subsidiaries against the Company or any Company Subsidiary of its Subsidiaries before a Governmental EntityAuthority or arbitrator. (dc) The Company and each of the Company its Subsidiaries is in compliance with all applicable Laws relating to labor and employment, including Laws relating to wages and hours (including overtime), labor relations, fair employment practices (including discrimination, harassmentare, and retaliation), immigration, collective bargaining, plant closing and mass layoffs, safety and health, workers’ compensation and worker classificationduring the past three (3) years have been, in each casecompliance, in all material respects. (e) There has been no (x) “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state Laws) with respect to the Company or, (y) similar mass layoff or plant closing, with respect all applicable Laws pertaining to any Company Subsidiaryemployment and employment practices, in each case since January 1including all Laws relating to labor relations, 2021. (f) Since January 1equal employment opportunities, 2021fair employment practices, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual or other employment discrimination, harassment, discrimination retaliation, reasonable accommodation, disability rights or retaliation against (i) any current or former officer benefits, immigration, wages, hours, overtime compensation, child labor, hiring and termination of the Company or the Company Subsidiariesemployees, (ii) any current or former employee working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of the Company or the Company Subsidiaries at a level of Vice President (or equivalent) or above or (iii) any other current or former employee, director, consultant or independent contractor of the Company or any Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected to result in material liability to the Company or any Company Subsidiary.absence and unemployment

Labor. (a) Neither As of the date hereof, there is no labor strike or lockout, or, to the knowledge of the Company, threat thereof, against the Company nor or any Company Subsidiary. As of the date hereof, the Company or any Company Subsidiary is not a party to, or bound by, any collective bargaining agreement or similar agreement or arrangement with any labor union, works council, or other labor organization. To the knowledge of the Company, as . (b) As of the date hereof, there are (i) no union organizing activities pending or threatened with respect to any employees of the Company or any Company Subsidiary, and Subsidiary are represented by any labor organization; (ii) no union, works council, or other labor organization or group of employees of the Company or any Company Subsidiary has made a pending demand for Table of Contents recognition or certification to the Company and (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed any petition or commenced a representation Proceeding before with the National Labor Relations Board or any other labor relations tribunal. (b) The Company has made available tribunal or authority relating to Parent a correct and complete list, as of the date of this Agreement, of the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiaries, including (the “Employee Census”): (i) their base salary or hourly wage; (ii) whether paid on a salary, hourly or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since January 1, 2021 there has not been any, labor strike, organized work slowdown, or lockout, and, to the knowledge of the Company, there is no threat thereof, against the Company or any Company Subsidiary and (ii) there Subsidiary. There are no unfair labor practice charges, suits, claims, investigations, grievances or complaints material disputes pending or, to the knowledge of the Company, threatened with any works council or employee representative body. Except to the extent required by Law, there are no labor agreements, guarantees or other arrangements to which the Company or a Company Subsidiary is a party that impose limitations on behalf restructurings of the Company or any of the Company Subsidiaries, including redundancies. (c) The Company has made available to Parent (i) a complete and accurate list of the salary and annual bonus opportunity for each employee or service provider or group of the Company and each of the Company Subsidiaries as of the date specified in such list and (ii) complete and accurate data with respect to the aggregate compensation and employee benefit costs by country for the six months ended June 28, 2013 for the countries in which at least 25 employees or service providers of the Company or any Company Subsidiary are employed. (d) As of the date hereof, there are no Proceedings against the Company or any Company Subsidiary before pending, or to the knowledge of the Company, threatened in writing to be brought or filed, with any authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company, in each case, that would reasonably be expected to (i) result in losses, damages or other costs to the Company and the Company Subsidiaries in excess of $500,000 individually or $2,500,000 in the aggregate or (ii) have a Governmental EntityCompany Material Adverse Effect. (de) The Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each of Company Subsidiary are, and have been during the Company Subsidiaries is last three (3) years, in compliance with all applicable Laws governing the employment of labor, including all such laws relating to labor and employmentwages, including Laws relating to wages and hours (including overtime), labor relations, fair employment practices (including discrimination, harassment, and retaliation), immigrationhours, collective bargaining, plant closing and mass layoffsdiscrimination, civil rights, safety and health, workers’ compensation and worker classificationthe collection and payment of withholding or social security Taxes and similar Taxes as well as in compliance with all contractual and other applicable terms of employment, in each case, in all material respects. (e) There has been no (x) “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act regardless of 1988 or applicable state Laws) with respect to the Company or, (y) similar mass layoff or plant closing, with respect to any Company Subsidiary, in each case since January 1, 2021their legal nature. (f) Since January 1Except as would not, 2021individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company has received no notice independent contractors or leased employees who provide, or provided in the last three (written or oral3) of and otherwise has no knowledge of any allegations of sexual or other harassmentyears, discrimination or retaliation against (i) any current or former officer of services to the Company or the Company Subsidiaries, (ii) any current or former employee of the Company or and the Company Subsidiaries at a level of Vice President (are, or equivalent) were, properly classified as independent contractors or above or (iii) any other current or former employeeleased employees, director, consultant or no independent contractor of or leased employee has any right to claim employment with the Company or any of the Company Subsidiary that (solely Subsidiaries or participate in the case of this subsection (iii)) could reasonably be expected Company Benefit Plans, except as permitted pursuant to result in material liability to their terms, and neither the Company nor the Company Subsidiaries are under investigation or any Company Subsidiaryaudit with respect to their treatment as independent contractors rather than employees.

Labor. (a) Neither the The Company nor any Company Subsidiary is not a party to, to any labor or bound by, any collective bargaining agreement and there are no labor or similar agreement collective bargaining agreements which pertain to or arrangement with any labor union, works council, or other labor organizationcover employees of the Company. To the knowledge Knowledge of the Company, as of the date hereof, there are no union organizing activities pending or threatened with respect to any current employees of the Company or (the “Employees”) are represented by any Company Subsidiary, and no union, works council, or other labor organization. No labor organization or group of employees of the Company or any Company Subsidiary Employees has made a pending demand for recognition recognition, and, to the Knowledge of the Company, there are no representation proceedings or certification or filed any petition or commenced petitions seeking a representation Proceeding before proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal. (b) The Company has made available to Parent a correct and complete list, as of . To the date of this Agreement, of the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiaries, including (the “Employee Census”): (i) their base salary or hourly wage; (ii) whether paid on a salary, hourly or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since January 1, 2021 there has not been any, labor strike, organized work slowdown, or lockout, and, to the knowledge Knowledge of the Company, there is no threat thereof, against organizing activity involving the Company pending or threatened by any Company Subsidiary and labor organization or group of Employees. (b) To the Knowledge of the Company, there are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) there material grievances or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company. There are no unfair labor practice charges, suits, claims, investigations, grievances or complaints pending or, to the knowledge Knowledge of the Company, threatened by or on behalf of any employee or service provider Employee or group of employees Employees that, individually or service providers of in the Company aggregate, would have a Material Adverse Effect. (c) There are no complaints, charges or any Company Subsidiary claims against the Company pending or, to Knowledge of the Company, threatened that could be brought or filed, with any Company Subsidiary before Governmental Body based on, arising out of, in connection with or otherwise relating to the employment or termination of employment of or failure to employ, any individual, with such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Governmental Entity. (d) Material Adverse Effect. The Company and each of the Company Subsidiaries is in compliance with all applicable Laws relating to labor and employmentthe employment of labor, including all such Laws relating to wages wages, hours, WARN and hours (including overtime), labor relations, fair employment practices (including discrimination, harassment, and retaliation), immigrationany similar state or local “mass layoff” or “plant closing” Law, collective bargaining, plant closing and mass layoffsdiscrimination, civil rights, safety and health, workers’ compensation and worker classificationthe collection and payment of withholding and/or social security taxes and any similar Tax except for immaterial non-compliance, in each casecase that, individually or in all material respects. (e) the aggregate, would not have a Material Adverse Effect. There has been no (x) “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state LawsWARN) with respect to the Company or, within the six (y6) similar mass layoff or plant closing, months prior to Closing with respect to which any Company Subsidiary, liability under WARN has not been satisfied in each case since January 1, 2021full. (fd) Since January 1The Company has complied with all applicable Laws, 2021rules and regulations regarding employment, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, and the Americans With Disabilities Act, all as amended. The Company is and at all times has been in full compliance with the terms and provisions of the Immigration Reform and Control Act of 1986, as amended (the “Immigration Act”). With respect to each employee of the Company for whom compliance with the Immigration Act is required, the Company has received no on file a true, accurate and complete copy of such employee’s form I-9 and all other records, documents or other papers prepared, procured and/or retained pursuant to the Immigration Act. The Company has not been fined, cited or served with any notice (written of intent to fine or oral) of cease and otherwise desist order, nor has no knowledge any action or administrative proceeding been initiated or threatened against the Company by the Immigration and Naturalization Service by reason of any allegations of sexual actual or other harassment, discrimination alleged failure to comply with the Immigration Act. (e) Any individual who is or retaliation against (i) any current or former officer of the Company or the Company Subsidiaries, (ii) any current or former employee of the Company or the Company Subsidiaries at should be classified as a level of Vice President (or equivalent) or above or (iii) any other current or former employee, directoras defined under the Code, consultant or and any other independent contractor or service provider of the Company (i) has been paid in full for all pay periods ending before the Closing Date (ii) is not entitled to any unpaid overtime, bonus, commission, phantom stock arrangement or any Company Subsidiary that (solely other forms of compensation earned in or attributable to pay periods ending prior to the case of this subsection Closing Date, (iii)) could reasonably be expected to result has not earned, accrued or credited with any paid time off for sickness or illness in material liability to the Company excess of 24 hours or (iv) has not earned, accrued or credited with any Company Subsidiaryvacation leave in excess of 80 hours.

Labor. (a) Neither Section 3.14(a) of the Disclosure Schedule contains a list of all persons who are employees, consultants or contractors of the Company nor any Company Subsidiary is a party to, or bound by, any collective bargaining agreement or similar agreement or arrangement with any labor union, works council, or other labor organization. To the knowledge of the Company, and its Subsidiaries as of the date hereof, and sets forth for each such individual the following: (i) name, (ii) title or position (including whether full or part time), (iii) hire date, (iv) current annual base compensation rate, (v) commission, bonus or other incentive-based compensation, and (vi) designation as either exempt or non-exempt from the overtime requirements of the Fair Labor Standards Act. (b) The Company and its Subsidiaries are not, nor have they ever been, a party to or bound by any labor or collective bargaining agreement or other Contract with a labor organization representing any of its employees, and there are no union organizing activities labor organizations representing, purporting to represent or, to the Knowledge of the Sellers, attempting to represent any employee. There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime, arbitrations or other similar labor activity or dispute affecting the Company, any of its Subsidiaries or any of their employees. There are no grievances, arbitrations, unfair labor practice charges or other labor disputes pending or or, to the Knowledge of the Sellers, threatened with respect to any employees of against the Company or any Company Subsidiary, and no union, works council, or other of its Subsidiaries. (c) No labor organization or group of employees of the Company or any Company Subsidiary of its Subsidiaries has made a pending demand for recognition recognition, and there are no representation proceedings or certification or filed any petition or commenced petitions seeking a representation Proceeding before proceeding presently pending or, to the Knowledge of the Sellers, threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal. There is no organizing activity involving the Company or any of its Subsidiaries pending or, to the Knowledge of the Sellers, threatened by any labor organization or group of employees of the Company or any of its Subsidiaries. (bd) There are no Legal Proceedings against the Company or any of its Subsidiaries pending or, to the Knowledge of the Sellers, threatened which would reasonably be expected to be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the application or recruitment for employment, employment or termination of employment of any individual or group by the Company or any of its Subsidiaries. (e) To the Knowledge of the Sellers, no executive or employee currently has any plans to terminate employment with the Company or any of its Subsidiaries independently of or as a result of the transactions contemplated by this Agreement. (f) The Company has made available and its Subsidiaries are and have been in compliance with all applicable Laws pertaining to Parent a correct employment and complete list, as of employment practices to the date of this Agreement, of extent they relate to the names of all full-time, part-time and temporary employees of the Company and the Company its Subsidiaries, including (all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wage and hours, overtime compensation, child labor, health and safety, workers’ compensation, uniformed services employment, whistleblowers, leaves of absence and unemployment insurance. All individuals characterized and treated by the “Employee Census”): (i) their base salary Company or hourly wage; (ii) whether paid on a salary, hourly or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes any of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, Subsidiaries as of the date of this Agreement, of the names of the individual and sole proprietor consultants or contractors are properly treated as independent contractors who provide services for the Company and the Company Subsidiaries. (i) under all applicable Laws. There are currently no, and since January 1, 2021 there has not been any, labor strike, organized work slowdown, or lockout, and, to the knowledge of the Company, there is no threat thereof, Legal Proceedings pending against the Company or any Company Subsidiary and (ii) there are no unfair labor practice charges, suits, claims, investigations, grievances or complaints pending of its Subsidiaries or, to the knowledge Knowledge of the CompanySellers, threatened to be brought or filed, by or on behalf with any Governmental Body or arbitrator in connection with the employment of any employee current or service provider former employee, consultant or group of employees independent contractor, including any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay or service providers any other employment related matter arising under applicable Laws. There are no internal complaints or reports by any current or former employee, consultant or independent contractor pursuant to the anti-harassment policy of the Company or any Company Subsidiary against of its Subsidiaries that are pending or under investigation. (g) The provisions of WARN have not been applicable to the Company or any of its Subsidiaries and neither the Company Subsidiary before a Governmental Entitynor any of its Subsidiaries has any plans to undertake any action in the future that would trigger WARN. (dh) The Company and each All employees of the Company and its Subsidiaries is are residing and/or working in the United States (i) free of any restrictions or limitations on their ability to accept employment lawfully in the United States and (ii) in compliance with all applicable Laws relating to labor immigration and employment, including Laws relating to wages and hours (including overtime), labor relations, fair employment practices (including discrimination, harassment, and retaliation), immigration, collective bargaining, plant closing and mass layoffs, safety and health, workers’ compensation and worker classification, in each case, in all material respects. (e) There naturalization. No Legal Proceeding has been no (x) “mass layoff” filed or “plant closing” (as defined by commenced against the Worker Adjustment and Retraining Notification Act Company or any of 1988 or applicable state Laws) with respect its Subsidiaries or, to the Company orKnowledge of the Sellers, any employees thereof, that (ya) similar mass layoff alleges any failure so to comply or plant closing(b) seeks removal, with respect to any Company Subsidiary, in each case since January 1, 2021. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual exclusion or other harassment, discrimination or retaliation against restrictions on (iI) any current or former officer such employee’s ability to reside and/or accept employment lawfully in the United States and/or (II) the continued ability of the Company or any of its Subsidiaries to sponsor employees for immigration benefits and, to the Company SubsidiariesKnowledge of the Sellers, (ii) there is no reasonable basis for any current or former of the foregoing. To the Knowledge of the Sellers, there is no reasonable basis to believe that any employee of the Company or any of its Subsidiaries will not be able to continue to so reside and/or accept employment lawfully in the United States in accordance with all such Laws. The Company and its Subsidiaries at a level of Vice President (maintain adequate internal systems and procedures to provide reasonable assurance that all employee hiring is conducted in compliance with all applicable Laws relating to immigration and naturalization. No audit, investigation or equivalent) or above or (iii) any other current or former employee, director, consultant or independent contractor of Legal Proceeding has been commenced against the Company or any Company Subsidiary that (solely of its Subsidiaries at any time with respect to its compliance with applicable Laws relating to immigration and naturalization in the case of this subsection (iii)) could reasonably be expected to result in material liability to the Company or any Company Subsidiaryconnection with its hiring practices.

Labor. (a) Neither Except as set forth in Schedule 2.16, neither the Company Companies nor any Company Subsidiary of their Subsidiaries is a party to, or bound by, any collective bargaining agreement or similar agreement or arrangement with Collective Bargaining Agreement. Neither the Company nor any labor union, works council, or other labor organization. To the knowledge of the Company, as of the date hereof, there are no its Subsidiaries has experienced any union organizing activities pending or threatened activity with respect to any employees of the Company Companies or any Company Subsidiarytheir Subsidiaries since January 1, and no union, works council, or other labor organization or group of employees of the Company or any Company Subsidiary has made a demand for recognition or certification or filed any petition or commenced a representation Proceeding before the National Labor Relations Board or any other labor relations tribunal2015. (b) The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiaries, including (the “Employee Census”): (i) their base salary or hourly wage; (ii) whether paid on a salary, hourly or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since Since January 1, 2021 there has not been any, labor strike, organized work slowdown, or lockout, and2015, to the knowledge Knowledge of the CompanyCompanies, there is have been no threat thereoforganized strikes, against the Company work stoppages, work slowdowns, lockouts or any Company Subsidiary and (ii) there are no unfair other labor practice charges, suits, claims, investigations, grievances or complaints disputes pending or, to the knowledge Knowledge of the CompanyCompanies, threatened against or involving the Companies or any of their Subsidiaries. Since January 1, 2015, there have been no unfair labor practice charges pending by or on behalf of any employee or service provider or group of employees against the Companies or service providers any of their Subsidiaries with any Governmental Body. (c) The execution of this Agreement and the consummation of the Company Transaction will not result in any breach or other violation of any Collective Bargaining Agreement, employment agreement, consulting agreement or any Company Subsidiary against other labor-related agreement to which the Company Companies or any Company Subsidiary before of their Subsidiaries is a Governmental Entityparty or bound. (d) The Company Companies and each their Subsidiaries have satisfied any pre-signing legal or contractual requirement to provide notice to, or to enter into any consultation procedure with, any labor organization, works council or other representative body that, to the Knowledge of the Company Companies, represents any group of employees of the Companies or any of their Subsidiaries is in compliance connection with all applicable Laws relating to labor and employment, including Laws relating to wages and hours (including overtime), labor relations, fair employment practices (including discrimination, harassment, and retaliation), immigration, collective bargaining, plant closing and mass layoffs, safety and health, workers’ compensation and worker classification, in each case, in all material respectsthe execution of this Agreement or the consummation of the Transaction. (e) There has been no (x) “mass layoff” or “plant closing” (as defined by the Worker Adjustment The Companies and Retraining Notification Act of 1988 or applicable state Laws) with respect to the Company or, (y) similar mass layoff or plant closing, with respect their Subsidiaries are not delinquent in payments to any Company Subsidiary, in each case since January 1, 2021employees or former employees for any services or amounts required to be reimbursed or otherwise paid. (f) Since January 1To the Knowledge of the Companies, 2021no current employee of the Companies or their Subsidiaries, who is above the Company has received level of a director, intends to terminate his or her employment. (g) To the Knowledge of the Companies, no notice (written employee of the Companies or oral) of and otherwise has no knowledge their Subsidiaries is in any respect in violation of any allegations term of sexual any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other harassment, discrimination or retaliation against obligation: (i) to the Companies or any current of their Subsidiaries or former officer of the Company or the Company Subsidiaries, (ii) to a former employer of any current such employee relating (A) to the right of any such employee to be employed by the Companies or former employee of the Company or the Company their Subsidiaries at a level of Vice President (or equivalent) or above or (iiiB) any other current or former employee, director, consultant or independent contractor of the Company or any Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected to result in material liability to the Company knowledge or any Company Subsidiaryuse of trade secrets or proprietary information.

Labor. (a) Neither the Company nor any Company Subsidiary is a party to, or bound by, any collective bargaining agreement or similar agreement or arrangement with any labor union, works council, or other labor organization. To the knowledge Section 2.15(a) of the Disclosure Schedule contains a list of all persons who are employees, material consultants or material contractors of each Company, and all employees of Perry County Capital Improvement District who perform services at or related to any Perry facility, as of the date hereof, and sets forth for each such individual, to the extent disclosure of such information is permitted by Law, the following: (i) name, (ii) title or position (including whether full or part time), (iii) hire date, (iv) current annual base compensation rate, (v) commission, bonus or other incentive-based compensation, and (vi) designation as either exempt or non-exempt from the overtime requirements of the Fair Labor Standards Act. (b) Except as set forth on Section 2.15(b) of the Disclosure Schedule, no Company is, nor has it ever been, a party to or bound by any labor or collective bargaining agreement or other Contract with a labor organization representing any of its employees or any employees of Perry County Capital Improvement District who perform services at or related to any Perry facility, and there are no union organizing activities pending labor organizations representing, purporting to represent or, to the Companies’ Knowledge, attempting to represent any employee. Except as set forth on Section 2.15(b) of the Disclosure Schedule, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime, arbitrations or threatened with respect to other similar labor activity or dispute affecting any Company or any of its employees or any employees of the Company Perry County Capital Improvement District who perform services at or related to any Company SubsidiaryPerry facility. There are no grievances, and no unionarbitrations, works councilunfair labor practice charges, or other labor disputes pending or, to the Knowledge of the Companies, threatened against any Company, except as set forth on Section 2.15(b) of the Disclosure Schedule. (c) Except as set forth on Section 2.15(c) of the Disclosure Schedule, no labor organization or group of employees of the Company or any Company Subsidiary or, to the Knowledge of the Companies, any group of employees of Perry County Capital Improvement District who perform services at or related to any Perry facility, has made a pending demand for recognition recognition, and there are no representation proceedings or certification or filed any petition or commenced petitions seeking a representation Proceeding before proceeding presently pending or, to the Knowledge of the Companies, threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal. (b. Except as set forth on Section 2.15(c) The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiaries, including (the “Employee Census”): (i) their base salary or hourly wage; (ii) whether paid on a salary, hourly or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since January 1, 2021 there has not been any, labor strike, organized work slowdown, or lockout, and, to the knowledge of the CompanyDisclosure Schedule, there is no threat thereof, against the Company or organizing activity involving any Company Subsidiary and (ii) there are no unfair labor practice charges, suits, claims, investigations, grievances or complaints pending or, to the knowledge Knowledge of the CompanyCompanies, threatened by or on behalf of any employee or service provider labor organization or group of employees or service providers of the any Company or group of employees of Perry County Capital Improvement District who perform services at or related to any Company Subsidiary against the Company or any Company Subsidiary before a Governmental EntityPerry facility. (d) The Company and each Except as set forth on Section 2.15(d) of the Disclosure Schedule, there are no Legal Proceedings against any Company Subsidiaries pending or, to the Knowledge of the Companies, threatened which would reasonably be expected to be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the application or recruitment for employment, employment or termination of employment of any individual or group by any Company. (e) To the Knowledge of the Companies, no executive or employee currently has any plans to terminate employment with any Company or terminate employment with Perry County Capital Improvement District independently of or as a result of the transactions contemplated by this Agreement. (f) Except as set forth on Section 2.15(f) of the Disclosure Schedule, each Company is and has been in material compliance with all applicable Laws pertaining to employment and employment practices to the extent they relate to the employees of any Company, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wage and hours, overtime compensation, child labor, health and safety, workers’ compensation, uniformed services employment, whistleblowers, leaves of absence and unemployment insurance. All individuals characterized and treated by any Company as consultants or contractors are properly treated as independent contractors under all applicable Laws. Except as set forth on Section 2.15(f) of the Disclosure Schedule, there are no Legal Proceedings pending against any Company, or to the Companies’ Knowledge, threatened to be brought or filed, by or with any Governmental Body or arbitrator in connection with the employment of any current or former employee, consultant or independent contractor, including any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay or any other employment related matter arising under applicable Laws. To the Knowledge of the Companies, there are no internal complaints or reports by any current or former employee, consultant or independent contractor pursuant to the anti-harassment policy of any Company that are pending or under investigation. (g) Each Company has complied with WARN and has no plans to undertake any action in the future that would trigger WARN, except as may be contemplated by this Agreement. (h) To the Knowledge of the Companies, all employees of the Companies, and all of the employees of Perry County Capital Improvement District who perform services at or related to any Perry facility, are residing and/or working in the United States (i) free of any restrictions or limitations on their ability to accept employment lawfully in the United States and (ii) in compliance with all applicable Laws relating to labor immigration and employmentnaturalization. No Legal Proceeding has been filed or commenced against any Company or, including to the Companies’ Knowledge, any employees thereof or of any employee of Perry County Capital Improvement District who performs services at or related to any Perry facility, that (i) alleges any failure so to comply or (ii) seeks removal, exclusion or other restrictions on (A) such employee’s ability to reside and/or accept employment lawfully in the United States and/or (B) the continued ability of any Company to sponsor employees for immigration benefits and, to the Knowledge of the Companies, there is no reasonable basis for any of the foregoing. To the Knowledge of the Companies, there is no reasonable basis to believe that any employee of any Company, or any employee of Perry County Capital Improvement District who performs services at or related to any Perry facility, will not be able to continue to so reside and/or accept employment lawfully in the United States in accordance with all such Laws. Each Company maintains adequate internal systems and procedures to provide reasonable assurance that all employee hiring is conducted in compliance with all applicable Laws relating to wages immigration and hours (including overtime)naturalization. No audit, labor relations, fair employment practices (including discrimination, harassment, and retaliation), immigration, collective bargaining, plant closing and mass layoffs, safety and health, workers’ compensation and worker classification, in each case, in all material respects. (e) There investigation or other Legal Proceeding has been no (x) “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state Laws) commenced against any Company at any time with respect to the Company or, (y) similar mass layoff or plant closing, its compliance with respect applicable Laws relating to any Company Subsidiary, immigration and naturalization in each case since January 1, 2021connection with its hiring practices. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual or other harassment, discrimination or retaliation against (i) any current or former officer of the Company or the Company Subsidiaries, (ii) any current or former employee of the Company or the Company Subsidiaries at a level of Vice President (or equivalent) or above or (iii) any other current or former employee, director, consultant or independent contractor of the Company or any Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected to result in material liability to the Company or any Company Subsidiary.

Labor. (a) Neither Except as set forth in Section 3.18(a) of the Disclosure Schedule, which sets forth the number and locations of all employees of the Companies or their Subsidiaries (“Company Employees”) with respect to whom the Companies and their Subsidiaries have experienced “employment losses” or mass or group terminations as defined under WARN or any similar state, local, or foreign Law in the six (6) year period immediately preceding the Closing Date, none of the Companies nor any of their Subsidiaries has incurred any liability or obligation with respect to the termination or layoff of any Company Subsidiary is a party toEmployees under WARN or any similar state, local, or bound byforeign Law within the past six (6) years. (b) No union, any collective bargaining agreement or similar agreement or arrangement with any labor trade union, works council, labor union, counsel of trade unions, employee bargaining agency or other labor organization. To the knowledge of the Companyaffiliated bargaining agent (each a “Union,” and collectively, as of the date hereof, there are no union organizing activities pending or threatened “Unions”) holds bargaining rights with respect to any employees of the Company Employees by way of certification, interim certification, voluntary recognition, or succession rights, or has applied or, to the Knowledge of such Seller, threatened to apply to be certified as the bargaining agent of any Company Subsidiary, and no unionEmployee. No Union has applied to have the Companies or their respective Subsidiaries declared a common or related employer or a single employer pursuant to applicable labor legislation in any jurisdiction in which the Companies or their respective Subsidiaries carries on business. (c) None of the Companies nor any of their Subsidiaries is party to or bound by to any collective bargaining agreements, works councilcouncil agreements, labor union contracts, trade union agreements, or other labor organization contracts (each a “Collective Bargaining Agreement”) with any Union; and (i) in the past three (3) years, no Union or group of Company Employees has sought to organize any employees for purposes of the Company or any Company Subsidiary has collective bargaining, made a demand for recognition or certification certification, sought to bargain collectively with the Companies or any of their Subsidiaries, or filed a petition for recognition with any petition or commenced a representation Proceeding before the National Labor Relations Board or any other labor relations tribunal. (b) The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiaries, including (the “Employee Census”): (i) their base salary or hourly wageGovernmental Authority; (ii) whether paid on a salaryas of this date, hourly no Collective Bargaining Agreement is being negotiated by the Companies or other basisany of their Subsidiaries; (iii) their date of hire; in the past three (iv3) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since January 1, 2021 years there has not have been any, labor strike, organized work slowdown, or lockout, and, to the knowledge of the Company, there is no threat thereof, against the Company or any Company Subsidiary and (ii) there are no unfair labor practice charges, suits, claims, investigations, grievances or complaints pending actual or, to the knowledge Knowledge of the CompanySellers, threatened threatened, strikes, lockouts, slowdowns, work stoppages, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins, sick-outs, or other forms of organized labor disruption by Company Employees or on behalf of at any employee or service provider or group of employees or service providers of the Company Companies’ or any Company Subsidiary against the Company or any Company Subsidiary before a Governmental EntitySubsidiaries’ places of business. (d) The Company and each Each of the Company Employees has all work permits, immigration permits, visas, and other authorizations, in each case, required by Law for such Company Employee given the duties and nature of such Company Employee’s employment, and Section 3.18(d) of the Disclosure Schedule contains a correct and complete list of each permit. (e) Within the past six (6) years, each Person classified by the Companies and their Subsidiaries as an independent contractor, consultant, volunteer, subcontractor, temporary employee, leased employee, or other contingent worker is properly classified under all governing laws, and the Companies and their Subsidiaries have fully and accurately reported all payments to all such independent contractors and other contingent workers on IRS Form 1099s or as otherwise required by applicable Laws; (ii) within the past six (6) years, all Company Employees classified as “exempt” from overtime under the Fair Labor Standards Act (“FLSA”) and any applicable federal, state, provincial or foreign Laws governing wages, hours, and overtime pay has been properly classified as such, and neither the Companies nor any of their Subsidiaries have incurred any liabilities under the FLSA or any other wage and hour Laws; (iii) the Companies and their Subsidiaries are in compliance with all applicable Laws laws relating to labor and employment, including Laws but not limited to all laws relating to employment practices; the hiring, promotion, assignment, and termination of employees; discrimination; equal employment opportunities; disability; labor relations; unfair labor practices; wages and hours; hours (including overtime), labor relations, fair employment practices (including discrimination, harassment, and retaliation), of work; payment of wages; immigration, collective bargaining, plant closing and mass layoffs, ; workers’ compensation; employee benefits; working conditions; occupational safety and health; family and medical leave; employee terminations; unemployment insurance; and data privacy and data protection; (iv) within the past three (3) years, workers’ compensation and worker classification, in each case, in all material respects. (e) There Company Employee based outside of the U.S. has been properly categorized as eligible or ineligible for overtime wages under applicable Law and has been paid overtime wages to the extent required by applicable Law; (v) there is no pending or, to the Knowledge of the Sellers, threatened, legal action, arbitration, investigation, inquiry, or process against any of the Companies or their Subsidiaries brought by or on behalf of any applicant for employment, any current or former Company Employee, any current or former representative, agent, consultant, independent contractor, subcontractor, leased employee, volunteer, or temporary employee of any of the Companies or any of their Subsidiaries, or any group or class of any of the foregoing, or any Governmental Authority, alleging violation of any labor or employment Laws, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, unfair labor practice, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationship; (xvi) “mass layoff” except as set forth in Section 3.18(e) of the Disclosure Schedule, neither the Companies nor their Subsidiaries have received within the last two (2) years notice of any Action, investigation, inquiry, or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state Laws) process with respect to to, or correspondence related to, an alleged violation of any labor or employment Laws, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the Company or, employment relationship; (yvii) similar mass layoff or plant closing, with respect there have been no workplace accidents that have resulted in injuries to any Company SubsidiaryEmployee or independent contractors; and (viii) no individual has been improperly excluded from, in each case since January 1or wrongly denied benefits under, 2021any Company Plan. (f) Since January 1Except as set forth on Section 3.18(f) of the Disclosure Schedule, 2021there are no Company Employees who are parties to any employment agreements or other arrangements with the Companies or their Subsidiaries that contain confidentiality, non-competition or proprietary rights provisions in favor of the Sellers, and the Sellers hereby irrevocably waive the right to enforce those agreements (as such agreements relate to the Sellers) and any other such agreements with respect to the transactions contemplated by this Agreement, the Company has received no notice (written Companies, or oral) of their assets, rights, obligations, or liabilities, now and otherwise has no knowledge of any allegations of sexual or other harassmentforever, discrimination or retaliation against (i) any current or former officer of in order to facilitate this Agreement and the Company or Purchaser’s operations after the Company Subsidiaries, (ii) any current or former employee of the Company or the Company Subsidiaries at a level of Vice President (or equivalent) or above or (iii) any other current or former employee, director, consultant or independent contractor of the Company or any Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected to result in material liability to the Company or any Company SubsidiaryClosing.

Labor. That (a1) Neither neither the Company nor any Company Subsidiary of its subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or similar agreement understanding with a labor union or arrangement with any labor union, works council, or other labor organization. To the knowledge of the Company, as of the date hereof, there are no union organizing activities pending or threatened with respect to any employees of the Company or any Company Subsidiary, and no union, works council, or other labor organization or group of employees of the Company or any Company Subsidiary has made a demand for recognition or certification or filed any petition or commenced a representation Proceeding before the National Labor Relations Board or any other labor relations tribunal. (b) The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiaries, including (the “Employee Census”): (i) their base salary or hourly wage; (ii2) whether paid on a salary, hourly or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since January 1, 2021 there has not been any, labor strike, organized work slowdown, or lockout, and, to the knowledge of the Company, neither the Company nor any of its subsidiaries is the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (3) there is no threat thereofstrike, against the Company work stoppage or other labor dispute involving it or any Company Subsidiary and of its subsidiaries pending or, to its knowledge, threatened; (ii4) there are no unfair labor practice charges, suits, claims, investigations, grievances or complaints grievance is pending or, to the knowledge of the Company, threatened by or on behalf of any employee or service provider or group of employees or service providers of the Company or any Company Subsidiary against the Company or any Company Subsidiary before a Governmental Entity. of its subsidiaries; (d5) The to the knowledge of the Company, the Company and each of the Company Subsidiaries subsidiary is in compliance with all applicable Laws laws (domestic and foreign), agreements, contracts and policies relating to labor and employment, including Laws relating to wages and hours (including overtime)employment practices, labor relationswages, fair employment practices (including discrimination, harassmenthours, and retaliation)terms and conditions of employment except for failures so to comply, immigrationif any, collective bargainingthat would reasonably be expected to have, plant closing individually or in the aggregate, a Material Adverse Effect on the Company; (6) the Company has paid in full to all employees of the Company and mass layoffsits subsidiaries all wages, safety salaries, commissions, bonuses, benefits and healthother compensation due and payable to such employees under any policy, workers’ compensation practice, agreement, plan, program, statue or other law; (7) the Company is not liable for any severance pay or other payments to any employee or former employee arising from the termination of employment under any benefit or severance policy, practice, agreement, plan, or program of the Company, nor to the knowledge of the Company will the Company have any liability which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company of any persons employed by the Company or any of its subsidiaries on or prior to the Effective Time; and worker classification, (8) the Company is in each case, in all material respects. (e) There has been no (x) “mass layoff” or “plant closing” (as defined by compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 ("WARN"), and all other employee notification and bargaining obligations arising under any collective bargaining agreement, statute or applicable state Laws) with respect to the Company or, (y) similar mass layoff or plant closing, with respect to any Company Subsidiary, in each case since January 1, 2021otherwise. (f) Since January 1, 2021, the Company has received no notice (written or oral) of and otherwise has no knowledge of any allegations of sexual or other harassment, discrimination or retaliation against (i) any current or former officer of the Company or the Company Subsidiaries, (ii) any current or former employee of the Company or the Company Subsidiaries at a level of Vice President (or equivalent) or above or (iii) any other current or former employee, director, consultant or independent contractor of the Company or any Company Subsidiary that (solely in the case of this subsection (iii)) could reasonably be expected to result in material liability to the Company or any Company Subsidiary.

Labor. (a) Neither the Company nor None of Seller or any Company Purchased Subsidiary is a party toto any labor, or bound by, any collective bargaining or works council agreement, and no such agreement or similar agreement or arrangement with any labor union, works council, or other labor organization. To the knowledge of the Company, as of the date hereof, there are no union organizing activities pending or threatened is currently being negotiated with respect to any employees of the Company Business Employee. There are no labor or contractual claims that may be asserted by any Company Subsidiary, and no union, works councilcouncil or employee group that could reasonably be expected to be material to the Business, including the Purchased Assets, taken as a whole, or other labor organization that could prevent, materially delay or group of employees materially impair the consummation of the Company transactions contemplated by this Agreement. There is not pending or, to the Knowledge of Seller, threatened, and there has not been in the past three (3) years, any organized effort or any Company Subsidiary has made a demand for recognition or certification or filed attempt to organize the Business Employees by any petition or commenced a representation Proceeding before the National Labor Relations Board or any other labor relations tribunalorganization. (b) The Company has made available to Parent a correct There are no, and complete listin the past three (3) years there have not been, as of the date of this Agreement, of the names of all full-time, part-time and temporary employees of the Company and the Company Subsidiaries, including (the “Employee Census”): any (i) their base salary strikes, work stoppages, work slowdowns or hourly wage; lockouts pending or, to the Knowledge of Seller, threatened against or involving Seller or any Purchased Subsidiary, or (ii) whether paid on a salary, hourly or other basis; (iii) their date of hire; (iv) their job title; (v) their primary work location (city, state, country); (vi) the entity that employs them; and (vii) whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law. The Company has made available to Parent a correct and complete list, as of the date of this Agreement, of the names of the individual and sole proprietor independent contractors who provide services for the Company and the Company Subsidiaries. (i) There are currently no, and since January 1, 2021 there has not been any, labor strike, organized work slowdown, or lockout, and, to the knowledge of the Company, there is no threat thereof, against the Company or any Company Subsidiary and (ii) there are no unfair labor practice charges, suits, claims, investigations, grievances or material complaints pending or, to the knowledge Knowledge of the CompanySeller, threatened by or on behalf of any employee or service provider or group of employees of Seller or service providers any Purchased Subsidiary, except in each case as would not be material to the Business taken as a whole. With respect to any Person performing services on behalf of the Company Business on or prior to the Closing, neither Seller nor any Company Purchased Subsidiary against has any Liability with respect to any misclassification of 52 such Person as an independent contractor rather than as an employee, or as an “exempt” employee rather than a “non-exempt” employee (within the Company meaning of the Fair Labor Standards Act of 1938, as amended), or any Company Subsidiary before with respect to such Person’s status as a Governmental Entityleased employee. (c) To the extent permitted by local Laws, Section 5.15(c)(i) of the Disclosure Letter sets forth a true, correct and complete list as of the date hereof of all Business Employees, including each Business Employee’s (i) name, (ii) job title or function (and indicating whether the Business Employee is fully or primarily employed by the Business), (iii) job location, (iv) salary or wage rate, (v) bonus opportunity, commission status or other incentive compensation paid or payable for 2013, (vi) bonus, commission or incentive compensation paid in 2012, (vii) the amount of accrued but unused vacation time, (viii) date of hire, and (ix) leave of absence status. Section 5.15(c)(ii) of the Disclosure Letter sets forth a true, correct and complete list of all Business Service Providers, including each such Person’s (A) name, (B) function or services provided, (C) job location, and (D) current compensation structure. (d) The Company and each of the Company Subsidiaries is in compliance with all applicable Laws relating to labor and employment, including Laws relating to wages and hours (including overtime), labor relations, fair employment practices (including discrimination, harassment, and retaliation), immigration, collective bargaining, plant closing and mass layoffs, safety and health, workers’ compensation and worker classification, in each case, in all material respects. (e) There has been no (x) “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 or applicable state LawsWARN Act) with respect to Seller or the Company orBusiness within the past six months. Neither Seller nor any Affiliate of Seller has incurred any Liability under the WARN Act that remains unpaid or unsatisfied. To the extent that, after the Closing, Purchaser operates the Business in the same manner operated by Seller and its Affiliates during the six-month period prior to the Closing, Purchaser will not incur any Liability under the WARN Act as a result of any layoffs or other employment terminations made by Seller or any of its Affiliates during such six-month period prior to the Closing. (ye) similar mass layoff As of the date of this Agreement, no current Business Employee who has an annual salary in excess of $200,000 has given written notice of resignation to Seller or plant closing, with respect any of its Affiliates. Seller has not made any statement to any Company SubsidiaryBusiness Employee providing that such Business Employee would continue employment with Purchaser after the Closing or that an offer of employment would be made with terms inconsistent with Section 7.11. To the Knowledge of Seller, no Business Employee is in each case since January 1any material respect in violation of any term of any employment contract, 2021non-disclosure agreement or noncompetition agreement. (f) Since January 1, 2021, The Purchased Subsidiaries which are incorporated in the Company has received no notice (written or oral) People’s Republic of and otherwise has no knowledge of any allegations of sexual or other harassment, discrimination or retaliation against (i) any current or former officer China have timely paid the full amount of the Company or social security fees that were required to be paid no later than the Company Subsidiaries, (ii) any current or former employee date of this Agreement for each of their employees in accordance with Chinese Law as of the Company date hereof. (g) The Purchased Subsidiaries which are incorporated or the Company Subsidiaries at a level of Vice President (or equivalent) or above or (iii) any other current or former employee, director, consultant or independent contractor of the Company or any Company Subsidiary that (solely registered in the case Hong Kong Special Administrative Region of People’s Republic of China (“Hong Kong”) have enrolled all of its eligible employees under the Mandatory Provident Fund Scheme in Hong Kong to the extent required in accordance with applicable Law and have duly made all relevant mandatory contributions that were required to be paid no later than the date of this subsection (iii)) could reasonably be expected to result in material liability to the Company or any Company SubsidiaryAgreement.