Common use of Pension and Employee Benefits Clause in Contracts

Pension and Employee Benefits. (a) Each of the Company, each Subsidiary and the Joint Venture has complied in all material respects with all the terms of, and all applicable laws in respect of, the pension and other employee compensation and benefit obligations of the Company, the Subsidiary or Joint Venture, as the case may be, including the terms of any funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the Company, any Subsidiary or the Joint Venture (collectively referred to as the “Benefit Plans”) and all Benefit Plans are, as of the last actuarial valuation for same, fully funded and in good standing with such regulatory authorities as may be applicable. (b) No step has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any Benefit Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable laws. There are no actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or threatened in respect of any of the Benefit Plans or their assets which would have a Company Material Adverse Effect. (c) None of the Company, any Subsidiary or the Joint Venture has any pension or retirement income plans, and have not made any agreements or promises with respect to same. (d) None of the Company, any Subsidiary or the Joint Venture has any stock option plan or similar arrangement other than the Stock Option Plan. The Company Disclosure Statement sets forth a complete, up-to-date and accurate list of all optionholders under the Stock Option Plan, together with the number of Options granted, the exercise price, vesting provisions and the expiry date thereof.

Pension and Employee Benefits. (a) Each Section 4.27 of the CompanyDisclosure Schedule contains a list of all health, each Subsidiary and the Joint Venture has complied in all material respects with all the terms ofwelfare, and all applicable laws in respect ofsupplemental unemployment benefit, the pension and other employee compensation and benefit obligations of the Companybonus, the Subsidiary or Joint Ventureprofit sharing, as the case may beoption, including the terms of any funding and investment contracts or obligations applicable theretoinsurance, arising under or relating to each of the incentive, incentive compensation, deferred compensation, share purchase, share compensation, disability, pension or retirement income plans and other material employee or other employee director compensation or benefit plans, agreements, policies, programstrusts, funds, agreements or arrangements for the benefit of directors or practicesformer directors of the Corporation or any of its Subsidiaries, whether written employees or oralformer employees of the Corporation, which are maintained by or binding upon the CompanyCorporation or any of its Subsidiaries or in respect of which the Corporation or any of its Subsidiaries has any actual or, any Subsidiary or to the Joint Venture knowledge of the Corporation, potential liability (collectively referred to as including the stock option plan of the Corporation) (collectively, the “Benefit Plans”) and all Benefit Plans are, as of the last actuarial valuation for same, fully funded and in good standing with such regulatory authorities as may be applicable). (b) No step has All of the Plans are and have been takenestablished, no event has occurred registered, qualified and, in all material respects, administered in accordance with all Applicable Laws, and no condition in accordance with their terms and the terms of agreements between the Corporation and/or any of its Subsidiaries, as the case may be, and their respective employees and former employees who are members of, or circumstance exists that has resulted beneficiaries under, the Plans. (c) All current obligations of the Corporation or any of its Subsidiaries regarding the Plans have been satisfied in all material respects. All contributions, premiums or could reasonably be expected to result in any Benefit Plan being ordered or taxes required to be terminated made or wound up paid by the Corporation or any of its Subsidiaries, as the case may be, under the terms of each Plan or by Applicable Laws in whole respect of the Plans have been made in a timely fashion in accordance with Applicable Laws in all material respects and in accordance with the terms of the applicable Plan. The obligations of the Corporation or any of its Subsidiaries to any of the Plans that are multi-employer plans are restricted to providing information and making contributions. (d) As of the date hereof, no currently outstanding notice of under-funding, non-compliance, failure to be in part good standing or having otherwise has been received by the Corporation or any of its registration under Subsidiaries from any applicable legislation refused Governmental Authorities in respect of any Plan that is a pension or revokedretirement plan; and no such Plan provides any non-pension post-retirement or post-employment benefits. No Plan is a defined benefit pension plan (whether registered or not) and no Plan that is a defined contribution pension plan is an unfunded plan. The Corporation would not incur any material withdrawal liability from withdrawing from any such Plan. (e) To the knowledge of the Corporation, no Plan is subject to any pending investigation, examination or other proceeding, action or claim initiated by any Governmental Authority, or being placed under the administration of by any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable laws. There are no actions, suits, claims other party (other than routine claims for payment benefits) and, to the knowledge of benefits in the ordinary course)Corporation, trialsthere exists no state of facts which after notice or lapse of time or both would reasonably be expected to give rise to any such investigation, demands, investigations, arbitrations examination or other proceedings which are pending proceeding, action or threatened in respect claim or to affect the registration or qualification of any of the Benefit Plans Plan required to be registered or their assets which would have a Company Material Adverse Effectqualified. (cf) None of the Company, any Subsidiary execution and delivery of this Agreement by the Corporation or the Joint Venture has any pension or retirement income plans, and have not made any agreements or promises with respect to same. (d) None consummation of the Companytransactions contemplated in this Agreement or compliance by the Corporation with any of the provisions hereof shall result in any payment (including severance, unemployment compensation, bonuses or otherwise) becoming due to any Subsidiary director of the Corporation or employee of the Joint Venture has Corporation or result in any stock option plan increase or similar arrangement other than the Stock Option acceleration of contributions, liabilities or benefits, or acceleration of vesting, under any Plan or restriction held in connection with a Plan. The Company Disclosure Statement sets forth a complete, up-to-date and accurate list of all optionholders under the Stock Option Plan, together with the number of Options granted, the exercise price, vesting provisions and the expiry date thereof.

Pension and Employee Benefits. (ai) Each of Other than as disclosed in the CompanyDisclosure Letter, the Corporation and each Subsidiary and the Joint Venture has have complied in all material respects with all the terms of, and all applicable laws Laws in respect of, the its pension and other employee compensation and benefit obligations of the Company, the Subsidiary or Joint Venture, as the case may beobligations, including the terms of any funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the Company, any Subsidiary or the Joint Venture it (collectively referred to as the “Benefit Plans”) and all Benefit Plans are, as of the last actuarial valuation for same, are fully funded and in good standing with such regulatory authorities as may be applicable, and no notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by the Corporation from any such regulatory authority. The Disclosure Letter identifies each Plan. A true and complete copy of each Plan (including any trust agreement, statement of investment policies and procedures, insurance contract, employee brochure or the like and all amendments thereto, prepared in connection with the Plan) has been provided to ADSX. The Company has provided to ADSX all actuarial valuations, if any, prepared for each Plan during the past five years. (bii) No step has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any Benefit Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation Laws refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxesTaxes, fees, penalties or levies under applicable lawsLaws. There are no actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or threatened in respect of any of the Benefit Plans or their assets which individually or in the aggregate would have a Company Material Adverse Effect. (c) None of the Company, any Subsidiary or the Joint Venture has any pension or retirement income plans, and have not made any agreements or promises with respect to same. (d) None of the Company, any Subsidiary or the Joint Venture has any stock option plan or similar arrangement other than the Stock Option Plan. The Company Disclosure Statement sets forth a complete, up-to-date and accurate list of all optionholders under the Stock Option Plan, together with the number of Options granted, the exercise price, vesting provisions and the expiry date thereof.

Pension and Employee Benefits. (ai) All Employee Plans are set out in Section 3.1(ii) of the Company Disclosure Letter. The Company has provided as part of Company Diligence Information true, correct and complete copies of all of the Employee Plans as amended as of the date hereof, together with all related material documentation including, as applicable, funding and investment management agreements, summary plan descriptions, the most recent actuarial reports, financial statements, asset statements, and all legal opinions and memoranda and correspondence with all regulatory authorities or other relevant persons. (ii) Each of the Company and its subsidiaries have complied in all material respects with all of the terms of the Employee Plans, and all applicable Laws in respect of employee compensation and benefit obligations of the Company and its subsidiaries. All contributions and premiums owing under the Employee Plans by the Company have been paid when due in accordance with the terms of the Employee Plans and applicable Laws. (iii) No Employee Plan is a "registered pension plan" or a "retirement compensation arrangement" as each such term is defined in the Tax Act or provides health and welfare following the retirement or termination of employment of any employee of the Company or any of its subsidiaries (except where required by statute, pursuant to the terms of an individual employment or termination agreement, or benefits continuation where an individual on disability is terminated). (iv) There are no claims (other than routine claims for benefits by employees and their beneficiaries or dependents arising in the ordinary course of operation of the Employee Plan) or Litigation or other Proceeding pending or, to the Company's knowledge, threatened with respect to any Employee Plan. (v) No provision in any Employee Plan limits, impairs, modifies or otherwise affects the right of the Company to unilaterally amend or terminate any Employee Plan in accordance with its terms and applicable Laws, and no binding commitments to improve or otherwise amend any Employee Plan have been made by the Company to its employees. (vi) To the knowledge of the Company, (i) the administrator of each Subsidiary Employee Plan is in possession of all documents and employee data necessary to administer each Employee Plan in accordance with its terms and applicable Law, and (ii) such data is complete, correct and in a form that is sufficient for the proper administration of each Employee Plan. (vii) No Employee Plan is, and neither the Company nor any ERISA Affiliate has any liability in connection with or an obligation to contribute to: (i) an Employee Plan that is subject to Title IV of ERISA or the minimum funding requirements of Section 302 of ERISA and Section 412 of the Code; (ii) a "multiple employer plan" within the meaning of Section 413(c) of the Code; (iii) a "multiple employer welfare arrangement" within the meaning of Section 3(40) of ERISA; or (iv) a Multiemployer Plan. No Employee Plan provides or promises post-retirement health or life benefits to current employees or retirees of the Company in the United States beyond their retirement date or other termination of service, other than group health plan continuation coverage required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA or similar state Law, and for which the covered individual pays the full cost of coverage. Neither the execution and delivery of this Agreement nor the consummation of the Arrangement will result in a "complete withdrawal" or "partial withdrawal" (as such terms are defined in Sections 4203 and 4205 of ERISA, respectively) from any Multiemployer Plan, and neither the Company nor any ERISA Affiliate has any "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has been assessed and with respect to which there remains an outstanding obligation to make installment payments. (viii) With respect to the Employee Plans, (i) no event has occurred, and there exists no condition or set of circumstances, in connection with which the Company or its subsidiaries or any ERISA Affiliate could be subject to any material liability (other than for routine claims for benefits in the ordinary course of business) under the terms of any Employee Plan or any applicable Law, (ii) none of the Employee Plans are under investigation by the IRS or U.S. Department of Labor, and neither the Company and its subsidiaries nor any Employee Plan is a participant in any amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Authority, and (iii) no "prohibited transaction", as such term is defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan that is subject to the Code and for which an exemption is not available, and there has been no breach of fiduciary duty with respect to any Employee Plan that could result in the imposition of a civil penalty on the Company or any ERISA Affiliate under Sections 502(i) or 502(l) of ERISA. (ix) Each Employee Plan that is a "nonqualified deferred compensation plan" subject to Section 409A of the Code has been operated in compliance with Section 409A of the Code and the Joint Venture guidance of the United States Internal Revenue Service provided thereunder, and no amounts deferred under any such plan is, or upon vesting will be, subject to the interest and additional Tax set forth under Section 409A(a)(1)(B) of the Code. Neither Company nor any ERISA Affiliate has any indemnity or gross-up obligation to any person for any Taxes or penalties imposed under Sections 4999 or 409A of the Code. (x) In the United States, for the Company and its subsidiaries, each ERISA Affiliate and each Employee Plan that is a "group health plan" as defined in Section 733(a)(1) of ERISA is in compliance in all material respects with the applicable provisions of the Patient Protection and Affordable Care Act of 2010 as amended by the Health Care and Education Reconciliation Act of 2010, and all regulations and guidance issued thereunder. Neither Company and its subsidiaries nor any ERISA Affiliate has incurred, and nothing has occurred, and no condition or circumstance exists that could subject the Company or any ERISA Affiliate to, any penalty or excise Tax under Sections 4980D or 4980H of the Code. The Company has complied in all material respects with all the terms of, annual health insurance coverage reporting requirements under Sections 6055 and all applicable laws in respect of, the pension and other employee compensation and benefit obligations 6056 of the Company, the Subsidiary or Joint Venture, as the case may be, including the terms of any funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the Company, any Subsidiary or the Joint Venture (collectively referred to as the “Benefit Plans”) and all Benefit Plans are, as of the last actuarial valuation for same, fully funded and in good standing with such regulatory authorities as may be applicableCode. (b) No step has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any Benefit Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable laws. There are no actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or threatened in respect of any of the Benefit Plans or their assets which would have a Company Material Adverse Effect. (c) None of the Company, any Subsidiary or the Joint Venture has any pension or retirement income plans, and have not made any agreements or promises with respect to same. (d) None of the Company, any Subsidiary or the Joint Venture has any stock option plan or similar arrangement other than the Stock Option Plan. The Company Disclosure Statement sets forth a complete, up-to-date and accurate list of all optionholders under the Stock Option Plan, together with the number of Options granted, the exercise price, vesting provisions and the expiry date thereof.

Pension and Employee Benefits. (ai) All Employee Plans are set out in Section 3.1(gg) of the Company Disclosure Letter. The Company has provided as part of Company Diligence Information true, correct and complete copies of all the Employee Plans as amended as of the date hereof, together with all related material documentation including, without limitation, funding and investment management agreements, summary plan descriptions, the most recent actuarial reports, financial statements, asset statements and all material opinions and memoranda (whether externally or internally prepared) and material correspondence with all regulatory authorities or other relevant persons, as applicable. (ii) Each of the Company, each Subsidiary Company and the Joint Venture has its subsidiary have complied in all material respects with all of the terms of, of the Employee Plans and all applicable laws Laws in respect of, the pension and other of its employee compensation and benefit obligations of obligations. All contributions, and premiums owing under the Company, Employee Plans by the Subsidiary or Joint Venture, as the case may be, including Company have been paid in full when due in accordance with the terms of any funding the Employee Plans and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the Company, any Subsidiary or the Joint Venture (collectively referred to as the “Benefit Plans”) and all Benefit Plans are, as of the last actuarial valuation for same, fully funded and in good standing with such regulatory authorities as may be applicableLaws. (biii) No step has been takenEmployee Plan is a “registered pension plan” or a “retirement compensation arrangement” as each such term is defined in the Tax Act or provides health and welfare benefits following the retirement or termination of employment of any employee of the Company or its subsidiary (except where required by statute, no event has occurred and no condition pursuant to the terms of an individual employment or circumstance exists that has resulted in or could reasonably be expected to result in any Benefit Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revokedtermination agreement, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable laws. benefits continuation where an individual on disability is terminated). (iv) There are no actions, suits, claims (other than routine claims for payment of benefits by employees and their beneficiaries or dependents arising in the ordinary course), trials, demands, investigations, arbitrations course of operation of the Employee Plan) or Litigation or other proceedings which are pending Proceeding pending, or to the Company’s knowledge, threatened in with respect of to any of the Benefit Plans or their assets which would have a Company Material Adverse EffectEmployee Plan. (cv) None To the knowledge of the Company, any Subsidiary or (i) the Joint Venture has any pension or retirement income plansadministrator of each Employee Plan is in possession of all documents and employee data necessary to administer each Employee Plan in accordance with its terms and applicable Law, and have not made any agreements or promises with respect to same(ii) such data is complete, correct and in a form that is sufficient for the proper administration of each Employee Plan. (dvi) None Neither the Company nor its subsidiary has any material liability by reason of an individual who performs or performed services for the Company, ’s or its subsidiary’s business in any Subsidiary or the Joint Venture has any stock option plan or similar arrangement other than the Stock Option Plan. The Company Disclosure Statement sets forth capacity being improperly excluded from participating in a complete, up-to-date and accurate list of all optionholders under the Stock Option Plan, together with the number of Options granted, the exercise price, vesting provisions and the expiry date thereofbenefit plan.

Pension and Employee Benefits. (ai) Each of the Company, each Subsidiary TAG and the Joint Venture has complied TAG Subsidiaries have complied, in all material respects respects, with all of the terms of, and all applicable laws Laws in respect of, the pension and other employee compensation and benefit obligations of TAG and the Company, the Subsidiary or Joint VentureTAG Subsidiaries, as the case may be, including the terms provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the Company, any Subsidiary TAG or the Joint Venture TAG Subsidiaries, as the case may be, (collectively referred to in this subsection as the “Benefit TAG Plans”) and all Benefit TAG Plans are, as maintained by or binding upon TAG or any of the last actuarial valuation for same, TAG Subsidiaries are fully funded and in good standing with such regulatory authorities as may be applicableapplicable and no notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by TAG or any of the TAG Subsidiaries from any such regulatory authority. (bii) No step action has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any Benefit TAG Plan maintained by or binding upon TAG or any of the TAG Subsidiaries being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxesTaxes, fees, penalties or levies under applicable lawsLaws in excess of $10,000. There are no actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or threatened in respect of any of the Benefit TAG Plans maintained by or binding upon TAG or any of the TAG Subsidiaries or their assets which would have a Company Material Adverse Effectrespective assets. (c) None of the Company, any Subsidiary or the Joint Venture has any pension or retirement income plans, and have not made any agreements or promises with respect to same. (d) None of the Company, any Subsidiary or the Joint Venture has any stock option plan or similar arrangement other than the Stock Option Plan. The Company Disclosure Statement sets forth a complete, up-to-date and accurate list of all optionholders under the Stock Option Plan, together with the number of Options granted, the exercise price, vesting provisions and the expiry date thereof.

Pension and Employee Benefits. (ai) Each Eveready and each of the Companyits Subsidiaries has complied, each Subsidiary and the Joint Venture has complied in all material respects respects, with all the terms ofof all health, and all applicable laws in respect ofwelfare, the supplemental unemployment benefit, bonus, profit sharing, deferred compensation, share purchase, share compensation, disability, pension or retirement plans and other employee or director compensation or benefit plans, policies, agreements or arrangements which are maintained by or binding upon Eveready or such Subsidiary or in respect of which Eveready or any of its Subsidiaries has any actual or potential liability (including the Eveready Share Option Plan and benefit obligations the Eveready Deferred Share Plan) (collectively, the “Eveready Plans”) and with all applicable Laws relating thereto. (ii) All of the CompanyEveready Plans are and have been established, registered, qualified and, in all material respects, administered in accordance with all applicable Laws, and in accordance with their terms and the Subsidiary or Joint Ventureterms of agreements between Eveready and/or any of its Subsidiaries, as the case may be, including and their respective employees and former employees who are members of, or beneficiaries under, the Eveready Plans. (iii) All current obligations of Eveready or any of its Subsidiaries regarding the Eveready Plans have been satisfied in all material respects, and no Taxes are owing or eligible under any of the Eveready Plans. All contributions or premiums required to be made or paid by Eveready or any of its Subsidiaries, as the case may be, under the terms of any funding each Eveready Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws in all material respects and investment contracts or obligations applicable thereto, arising under or relating to each in accordance with the terms of the pension Eveready Plans. (iv) Each Eveready Plan is insured or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained funded as may be required by or binding upon the Company, any Subsidiary or the Joint Venture (collectively referred to as the “Benefit Plans”) and all Benefit Plans are, as of the last actuarial valuation for same, fully funded applicable Law and in good standing with such regulatory authorities Governmental Entities as may be applicableapplicable and, as of the date hereof, no currently outstanding notice of under-funding, non-compliance, failure to be in good standing or otherwise has been received by Eveready or any of its Subsidiaries from any such Governmental Entities. No Eveready Plan provides any non-pension post-retirement or post-employment benefits. None of the Eveready Plans are pension plans. None of Eveready or any of its Subsidiaries would incur any material withdrawal liability from withdrawing from any multiemployer plan. Eveready has an effective reservation of rights for each non-pension post-retirement or post-employment benefit plan which allows Eveready to amend or terminate such plan, subject to applicable Law. (bv) No step has been takenEveready Plan is subject to any pending investigation, no event has occurred and no condition examination or circumstance exists that has resulted in other proceeding, action or could reasonably be expected to result in claim initiated by any Benefit Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revokedGovernmental Entity, or being placed under the administration of by any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable laws. There are no actions, suits, claims other party (other than routine claims for payment of benefits in the ordinary coursebenefits), trialsand, demandsto the knowledge of Eveready, investigationsthere exists no state of facts which after notice or lapse of time or both would reasonably be expected to give rise to any such investigation, arbitrations examination or other proceedings which are pending proceeding, action or threatened in respect claim or to affect the registration or qualification of any of the Benefit Plans Eveready Plan required to be registered or their assets which would have a Company Material Adverse Effectqualified. (cvi) None of the Company, any Subsidiary execution and delivery of this Agreement by Eveready or the Joint Venture has any pension or retirement income plans, and have not made any agreements or promises with respect to same. (d) None consummation of the CompanyArrangement or compliance by Eveready with any of the provisions hereof will result in any payment (including severance, unemployment compensation, bonuses or otherwise) becoming due to any Subsidiary director or the Joint Venture has employee of Eveready or any stock option plan of its Subsidiaries or similar arrangement other than the Stock Option result in any increase or acceleration of contributions, liabilities or benefits, or acceleration of vesting, under any Eveready Plan or restriction held in connection with an Eveready Plan. The Company Disclosure Statement sets forth a complete, up-to-date and accurate list of all optionholders under the Stock Option Plan, together with the number of Options granted, the exercise price, vesting provisions and the expiry date thereof.

Pension and Employee Benefits. (ai) Each Section (s)(i) of the CompanyCompany Disclosure Statement includes a complete list of all Employee Benefit Plans, each Subsidiary health, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, deferred compensation, deferred share unit plans and the Joint Venture has complied in all material respects with all the terms ofagreements, restricted share unit plans and all applicable laws in respect ofagreements, the pension stock option, stock compensation, stock purchase, retirement, hospitalization insurance, medical, dental, legal, disability and other employee compensation and benefit obligations of the Company, the Subsidiary or Joint Venture, as the case may be, including the terms of any funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income similar plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by Company or binding upon the Companyany of its Subsidiaries, any Subsidiary or the Joint Venture (collectively referred to as the “Benefit Plans”) and including all Employee Benefit Plans areand Employment Agreements (collectively, as of the last actuarial valuation for same, fully funded and in good standing with such regulatory authorities as may be applicable"Company Plans"). (bii) No To the knowledge of Company, no step has been taken, no event has occurred and no condition or circumstance exists that has resulted in resulted, or could would reasonably be expected to result result, in any Benefit Company Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation Law refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority Agency or being required to pay any material taxes, feesTaxes, penalties or levies under applicable lawsLaw. There are no material actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or or, to Company's knowledge, threatened in respect of any of the Benefit Company Plans or their assets which would have a Company Material Adverse Effectassets. (ciii) None For the past 3 years prior to the date hereof, all of the CompanyCompany Plans are and have been operated and maintained in compliance in all material respects with all applicable Law and their terms; all contributions to the Company Plans have been made, any Subsidiary withheld and remitted on a current basis, or the Joint Venture has Accrued Liabilities for such funding obligations are properly disclosed in Company's financial statements. (iv) Except as set forth in Section (s)(iv) of the Company Disclosure Statement, none of the Company Plans is, nor does Company have any pension liability with respect to, a Multiemployer Plan, a plan subject to Title IV of ERISA, a multiple employer plan, a plan that provides health or retirement income planswelfare benefits to retirees, and have or a plan or arrangement that is not made either exempt from, or in compliance with, section 409A of the Code or that provides for indemnification for or gross-up of any agreements or promises taxes thereunder. (v) Without limiting the generality of the foregoing with respect to sameeach Company Plan: (A) Company has delivered or made available to Parent a true, correct and complete copy of: (1) each writing constituting a part of such Plan, including all plan documents, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (2) the 3 most recent Annual Reports (Form 5500 Series) and accompanying schedules, if any, (3) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (4) the most recent annual financial report, if any; (5) the most recent actuarial report, if applicable; and (6) the most recent determination, opinion, or advisory letter from the United States Internal Revenue Service, if any. Company has delivered or made available to Parent a true, complete and correct copy of each Employment Agreement. Except as specifically provided in the foregoing documents delivered or made available to Parent, there are no amendments to any Company Plan or Employment Agreement that have been adopted or approved nor has Company or any of its Subsidiaries undertaken to make any such amendments or to adopt or approve any new Company Plan or Employment Agreement. (dB) None Section (s)(v)(B) of the CompanyCompany Disclosure Statement identifies each Plan that is intended to be a "qualified plan" within the meaning of section 401(a) of the Code ("Qualified Plans"). With respect to each Qualified Plan, either: (1) the United States Internal Revenue Service has issued a favourable determination letter with respect to each Qualified Plan and the related trust that has not been revoked; or (2) such plan is entitled to rely upon an opinion or advisory letter issued by the United States Internal Revenue Service to a prototype plan sponsor, and there are no circumstances and no events have occurred that would adversely affect the qualified status of any Subsidiary Qualified Plan or the Joint Venture related trust. Company has not at any stock option time sponsored or maintained a plan or similar arrangement other than intended to meet the Stock Option Plan. The requirements of section 501(c)(9) of the Code. (C) Section (s)(v)(C) of the Company Disclosure Statement sets forth a complete, up-to-date and accurate list of all optionholders Employee Benefit Plans and Employment Agreements under which the execution and delivery of this Agreement, Shareholder approval of the Transactions or the consummation of the Transactions would (either alone or in conjunction with any other event) result in, cause the accelerated vesting, funding or delivery of, or increase the amount of or value of, any payment or benefit to any employee, consultant, officer or director of Company or any of its Subsidiaries, or would limit the right of Company or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Employee Benefit Plan or related trust or any Employment Agreement or related trust. Except as disclosed in Section (s)(v)(C) of the Company Disclosure Statement, the execution and delivery of this Agreement, Shareholder approval of the Transactions or the consummation of the Transactions (either alone or in conjunction with any other event) will not result in any "excess parachute payment" within the meaning of section 280G of the Code. (D) Except as disclosed in Section (s)(v)(D) of the Company Disclosure Statement, there are no pending or, to the knowledge of Company, threatened material claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted, and to Company's knowledge, no set of circumstances exists which may reasonably give rise to a claim or lawsuit, against the Company Plans, any fiduciaries thereof with respect to their duties to the Company Plans or the assets of any of the trusts under any of the Company Plans. To the knowledge of Company, the Company Plans are not presently under audit or examination (nor has notice been received of a potential audit or examination) by the United States Internal Revenue Service, the Department of Labor, or any other governmental entity, domestic or foreign, and no matters are pending with respect to a Company Plan under the Stock Option PlanUnited States Internal Revenue Service's Employee Plans Compliance Resolution System (EPCRS), together or other similar programs. (E) For the last 3 years prior to the date hereof, Company, its Subsidiaries and each member of their respective business enterprises has complied with WARN, so as not to incur any liabilities thereunder. (F) To the number knowledge of Options grantedCompany, all Employee Benefit Plans subject to the Law of any jurisdiction outside of the United States (1) have been maintained in accordance with all applicable requirements, (2) if they are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (3) all contributions have been made, withheld and remitted on a current basis. (G) Each individual who renders services to Company or any of its Subsidiaries who is classified by Company or such Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and Tax reporting and under Employee Benefit Plans) is properly so characterized. (H) On or before the date hereof, Company has caused each grantor trust providing for funding of amounts payable pursuant to any Company Plans or Employment Agreements or both to be amended to ensure that no amounts are required to be contributed thereto as a result of the execution and delivery of this Agreement, the exercise priceannouncement hereof, vesting provisions or the announcement or consummation or both of the Transactions, and to ensure that such trusts are at all times revocable, in whole or in part, without the expiry date thereofconsent of the trustees or beneficiaries thereof or any third party.

Pension and Employee Benefits. (ai) Each Other than the Employee Plans provided as part of the CompanyCompany Diligence Information pursuant to Section 3.1(gg)(ii), each Subsidiary and neither the Joint Venture Company nor any of its subsidiaries has complied in all material respects with all the terms of, and all applicable laws in respect of, the pension and other employee compensation and benefit obligations of the Company, the Subsidiary or Joint Venture, as the case may be, including the terms of any funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the Company. (ii) The Company has provided as part of Company Diligence Information true, any Subsidiary or correct and complete copies in all material respects of all the Joint Venture (collectively referred to Employee Plans as the “Benefit Plans”) and all Benefit Plans are, amended as of the last date hereof, together with all related documentation including, without limitation, funding and investment management agreements, summary plan descriptions, the most recent actuarial valuation reports (including, for samegreater certainty, fully funded actuarial valuations in respect of any multi- employer pension plan), financial statements, asset statements, and in good standing all opinions and memoranda (whether externally or internally prepared) and correspondence with such all regulatory authorities as may be applicableor other relevant persons. (biii) Each of the Company and its subsidiaries have complied in all material respects with all of the terms of the Employee Plans, and all applicable Laws in respect of employee compensation and benefit obligations of the Company and its subsidiaries. All contributions, and premiums owing under the Employee Plans have been paid when due in accordance with the terms of the Employee Plans and applicable Laws. The Company and/or its subsidiaries, as the case may be, have paid in full all contributions under the Employee Plans up to the date hereof. (iv) No step has been takenEmployee Plan is a “registered pension plan”, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any Benefit Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revoked“deferred profit sharing plan,” a “retirement compensation arrangement”, or being placed under a “registered retirement savings plan,” as such terms are defined in the administration Tax Act or provides benefits following the retirement or (except where required by statute) termination of employment of any trustee employee of the Company or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable laws. of its subsidiaries. (v) There are no actions, suits, claims (other than routine claims for payment of benefits by employees and their beneficiaries or dependents arising in the ordinary course)course of operation of the Employee Plan) pending or, trialsto the Company’s knowledge, demands, investigations, arbitrations threatened with respect to any Employee Plan or other proceedings which are pending any fiduciary or threatened in sponsor of an Employee Plan with respect to their duties under such Employee Plan or the assets of any of the Benefit Plans or their assets which would have a Company Material Adverse Effecttrust under such Employee Plan. (cvi) No insurance policy or any other agreement affecting any Employee Plan requires or permits a retroactive increase in contributions, premiums or other payments. (vii) No provision in any Employee Plan or of any agreement, and no act or omission of the sponsor of an Employee Plan limits, impairs, modifies, or otherwise affects the right of the sponsor of the Employee Plan to unilaterally amend or terminate any Employee Plan, and no binding commitments to improve or otherwise amend any Employee Plan have been made to employees. (viii) The sponsor of each Employee Plan is in possession of all documents and employee data necessary to administer each Employee Plan in accordance with its terms and applicable Law. Such data is complete, correct, and in a form that is sufficient for the proper administration of each Employee Plan. (ix) No liability exists in connection with any former Employee Plan relating to current or former employees (or any beneficiary or dependent). (x) Each of the US Employee Plans intended to be “qualified” within the meaning of Section 401(a) of the U.S. Tax Code has either been determined by the United States Internal Revenue Service to be so qualified or is the subject of a favorable opinion letter documenting that the underlying pre-approved plan document adopted by the Company satisfies the qualification requirements of Section 401(a) of the U.S. Tax Code, and no circumstances exist that would reasonably be expected to adversely affect any such qualification. Neither the Company nor any ERISA Affiliate maintains or contributes to, has ever maintained or contributed to, or has ever been required to contribute to or has any liability (including any potential withdrawal liability, as defined in Section 4201 of ERISA), with respect to: (i) any multiemployer plan (as defined in Section 3(37) of ERISA), or (ii) any employee pension benefit plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or Section 412 of the U.S. Tax Code. The requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the U.S. Tax Code or similar state law (“ COBRA”) have been met in all material respects with respect to each such US Employee Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). None of the US Employee Plans has an obligation to provide, provides or has ever provided for any post-employment retiree benefits, other than COBRA continuation coverage, or applicable state continuation coverage law for which the covered person pays the full cost of coverage. There have been no prohibited transactions with respect to any US Employee Plan. No fiduciary of any US Employee Plan has any liability for material breach of fiduciary duty or any other material failure to act or comply in connection with the administration or investment of the assets of any such US Employee Plan. No action, suit, proceeding, hearing, investigation or audit with respect to any US Employee Plan including with respect to the administration or the investment of the assets of any such US Employee Plan (other than routine claims for benefits) is pending or, to the knowledge of the Company, any Subsidiary or the Joint Venture has any pension or retirement income plans, and have not made any agreements or promises with respect to samethreatened. (d) None of the Company, any Subsidiary or the Joint Venture has any stock option plan or similar arrangement other than the Stock Option Plan. The Company Disclosure Statement sets forth a complete, up-to-date and accurate list of all optionholders under the Stock Option Plan, together with the number of Options granted, the exercise price, vesting provisions and the expiry date thereof.

Pension and Employee Benefits. (ai) Each Parent and each of the Companyits Subsidiaries has complied, each Subsidiary and the Joint Venture has complied in all material respects respects, with all the terms ofof all health, and all applicable laws in respect ofwelfare, the supplemental unemployment benefit, bonus, profit sharing, deferred compensation, share purchase, share compensation, disability, pension or retirement plans and other employee or director compensation or benefit plans, policies, agreements or arrangements which are maintained by or binding upon Parent or such Subsidiary or in respect of which Parent or any of its Subsidiaries has any actual or potential liability (collectively, the “Parent Plans”) and benefit obligations with all applicable Laws relating thereto. (ii) All of the CompanyParent Plans are and have been established, registered, qualified and, in all material respects, administered in accordance with all applicable Laws, and in accordance with their terms and the Subsidiary or Joint Ventureterms of agreements between Parent and/or any of its Subsidiaries, as the case may be, including and their respective employees and former employees who are members of, or beneficiaries under, the Parent Plans. (iii) All current obligations of Parent or any of its Subsidiaries regarding the Parent Plans have been satisfied in all material respects, and no Taxes are owing or eligible under any of the Parent Plans. All contributions or premiums required to be made or paid by Parent or any of its Subsidiaries, as the case may be, under the terms of any funding each Parent Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws in all material respects and investment contracts or obligations applicable thereto, arising under or relating to each in accordance with the terms of the pension Parent Plans. (iv) Each Parent Plan is insured or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained funded as may be required by or binding upon the Company, any Subsidiary or the Joint Venture (collectively referred to as the “Benefit Plans”) and all Benefit Plans are, as of the last actuarial valuation for same, fully funded applicable Law and in good standing with such regulatory authorities Governmental Entities as may be applicableapplicable and, as of the date hereof, no currently outstanding notice of under-funding, non-compliance, failure to be in good standing or otherwise has been received by Parent or any of its Subsidiaries from any such Governmental Entities. No Parent Plan provides any non-pension post-retirement or post-employment benefits. Except as described in note 15 to Parent’s audited financial statements as at and for the three years ended December 31, 2008 which are included in the Parent Reports, none of the Parent Plans are pension plans. None of Parent or any of its Subsidiaries would incur any material withdrawal liability from withdrawing from any multiemployer plan. Parent has an effective reservation of rights for each non-pension post-retirement or post-employment benefit plan which allows Parent to amend or terminate such plan, subject to applicable Law. (bv) No step has been takenParent Plan is subject to any pending investigation, no event has occurred and no condition examination or circumstance exists that has resulted in other proceeding, action or could reasonably be expected to result in claim initiated by any Benefit Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revokedGovernmental Entity, or being placed under the administration of by any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable laws. There are no actions, suits, claims other party (other than routine claims for payment of benefits in the ordinary coursebenefits), trialsand, demandsto the knowledge of Parent, investigationsthere exists no state of facts which after notice or lapse of time or both would reasonably be expected to give rise to any such investigation, arbitrations examination or other proceedings which are pending proceeding, action or threatened in respect claim or to affect the registration or qualification of any of the Benefit Plans Parent Plan required to be registered or their assets which would have a Company Material Adverse Effectqualified. (cvi) None of the Company, any Subsidiary execution and delivery of this Agreement by Parent or the Joint Venture has any pension or retirement income plans, and have not made any agreements or promises with respect to same. (d) None consummation of the CompanyArrangement or compliance by Parent with any of the provisions hereof will result in any payment (including severance, unemployment compensation, bonuses or otherwise) becoming due to any Subsidiary director or the Joint Venture has employee of Parent or any stock option plan of its Subsidiaries or similar arrangement other than the Stock Option result in any increase or acceleration of contributions, liabilities or benefits, or acceleration of vesting, under any Parent Plan or restriction held in connection with a Parent Plan. The Company Disclosure Statement sets forth a complete, up-to-date and accurate list of all optionholders under the Stock Option Plan, together with the number of Options granted, the exercise price, vesting provisions and the expiry date thereof.

Pension and Employee Benefits. (a) Each Section 4.28 of the CompanyDisclosure Letter contains a list of all Employee Plans. True, current and complete copies of the following have been made available to the Offeror (where applicable): (i) the Employee Plans and all amendments thereto, (ii) copies of all material correspondence with any Governmental Authority relating to an Employee Plan, (iii) the most recently prepared actuarial report or financial statement relating to an Employee Plan, (iv) the summary plan description (and any summary of material modification) and/or employee booklet for each Subsidiary Employee Plan, and (v) all trust agreements, funding agreements or insurance contracts relating to an Employee Plan. (b) All of the Joint Venture has complied Employee Plans are and have been established, registered (where required), qualified and, in all material respects respects, administered in accordance with all applicable Laws, and in accordance with their terms and the terms of, and all applicable laws in respect of, of agreements between the pension and other employee compensation and benefit obligations Company and/or any of the Company, the Subsidiary or Joint Ventureits subsidiaries, as the case may be, including and their respective employees and former employees who are members of, or beneficiaries under, the terms Employee Plans. (c) To the knowledge of any funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the Company, no Employee Plan is subject to any Subsidiary pending or the Joint Venture (collectively referred to as the “Benefit Plans”) and all Benefit Plans arethreatened investigation, as of the last actuarial valuation for sameexamination, fully funded and in good standing with such regulatory authorities as may be applicable. (b) No step has been takenaudit, no event has occurred and no condition litigation or circumstance exists that has resulted in other proceeding, action or could reasonably be expected to result in claim initiated by any Benefit Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revokedGovernmental Authority, or being placed under the administration of by any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable laws. There are no actions, suits, claims other party (other than routine claims for payment of benefits benefits), except for such investigations, examinations, audits, litigation or other proceedings, actions or claims which would not, individually or in the ordinary course)aggregate, trials, demands, investigations, arbitrations or other proceedings which are pending or threatened in respect of any of the Benefit Plans or their assets which would have a Company Material Adverse Effect. (c) None of reasonably be expected to be material to the Company, any Subsidiary or the Joint Venture has any pension or retirement income plans, and have not made any agreements or promises with respect to same. (d) None Except as disclosed in Section 4.28 of the CompanyDisclosure Letter no Person will, as a result of the Company completing the Contemplated Transactions (either alone or upon the occurrence of any Subsidiary subsequent termination of employment), become entitled to (i) any retirement, severance, bonus or other similar payment or benefit (or any increase therein); (ii) the Joint Venture has forgiveness or postponement of payment of any stock option plan indebtedness owing by such Person to the Company or similar arrangement other than the Stock Option Plan. The Company Disclosure Statement sets forth a completeany of its subsidiaries, up-to-date and accurate list or (iii) receive any additional payments, compensation or benefits, or funding of all optionholders any compensation or benefits, under the Stock Option Plan, together with the number or in respect of Options granted, the exercise price, vesting provisions and the expiry date thereofany employee benefits.

Pension and Employee Benefits. (ai) Each other than the Plus Products EIP, neither Plus Products nor any of the Company, each Subsidiary and the Joint Venture its Subsidiaries has complied in all material respects with all the terms of, and all applicable laws in respect of, the pension and other employee compensation and benefit obligations of the Company, the Subsidiary or Joint Venture, as the case may be, including the terms of any funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Plus Products; (ii) Plus Products has provided as part of the CompanyPlus Products Diligence Information true, correct and complete copies of all the Employee Plans, as amended which consists only of its health care plan, as of the date hereof, together with all related documentation including, without limitation, funding and investment management agreements, summary plan descriptions, the most recent actuarial reports (including, for greater certainty, actuarial valuations in respect of any multi-employer pension plan), financial statements, asset statements, and all opinions and memoranda (whether externally or internally prepared) and correspondence with all regulatory authorities or other relevant persons; (iii) each of Plus Products and its Subsidiaries have complied in all material respects with all of the terms of the Employee Plans, and all Applicable Laws in respect of employee compensation and benefit obligations of Plus Products and its Subsidiaries. All contributions, and premiums owing under the Employee Plans have been paid when due in accordance with the terms of the Employee Plans and Applicable Laws. There has been no amendment to, written interpretation or announcement (whether or not written) by Plus Products or any of its Subsidiaries relating to, or change in employee participation or coverage under any Employee Plan that would increase materially the expense of maintaining such Employee Plan above the level of expense incurred in respect of such Employee Plan for the most recent plan year with respect to Employee Plans (other than increases in the ordinary course of the Business or increases due to changes in Internal Revenue Service limits); (iv) no Employee Plan is a “registered pension plan” as such term is defined in the Tax Act or provides benefits following the retirement or (except where required by statute) termination of employment of any employee of Plus Products or any of its Subsidiaries; (v) neither Products Plus nor its Subsidiaries nor any of their respective ERISA Affiliates has sponsored or contributed to or been required to contribute to an Employee Pension Benefit Plan that is subject to Title IV of ERISA, subject to Section 412 of the Code, or a multiemployer plan within the meaning of 3(37) of ERISA; (vi) each Employee Plan has been maintained in material compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, to the extent that such are applicable to such Employee Plan; (vii) with respect to each Employee Plan, there are no pending or, to the knowledge of Plus Products, threatened: (A) claims, suits or other proceedings by any employees, former employees or plan participants or the beneficiaries, spouses or representatives of any of them, other than ordinary and usual claims for benefits by participants or beneficiaries; or (B) suits, investigations or other proceedings by any Governmental Authority; (viii) no Employee Plan or other arrangement provides severance, post employment salary continuation, or post-employment death, disability, health or medical, or life insurance coverage or benefits (whether or not insured) with respect to current or former employees (or their spouses or dependents) of each Subsidiary beyond their retirement or other termination of service, other than: (A) coverage mandated by Applicable Law; (B) benefits, the full cost of which is borne by the current or former employee (or his or her beneficiary); or (C) are provided pursuant to an insurance policy under which the premiums were paid while a former employee was employed by a Subsidiary; (ix) each Subsidiary has complied with, and satisfied, in all material respects, the requirements of COBRA with respect to each Employee Plan that is subject to the requirements of COBRA. Each Employee Plan which is a group health plan, within the meaning of Section 9832(a) of the Code, has complied with and satisfied the applicable requirements of Sections 9801 and 9802 of the Code; (x) Section 3.2(oo)(x) of Plus Products Disclosure Letter contains a list identifying each employment, severance or similar contract, arrangement or policy and each plan or arrangement providing for insurance coverage (including any self-insured arrangements), disability benefits, supplemental employment benefits, vacation benefits, retirement benefits, deferred compensation, bonuses, profit-sharing, stock options, stock appreciation rights or other forms of incentive compensation or post-retirement compensation or benefit which: (A) is not an Employee Plan or a Pension Plan; and (B) has been maintained by each Subsidiary with respect to any employee or former employee of such Subsidiary or the Joint Venture (collectively to which a Subsidiary may have any material liability. Such contracts, plans and arrangements are referred to collectively as the “Benefit Plans”) Arrangements.” True and complete copies or descriptions of the Benefit Arrangements have been made available to Purchaser. Each Benefit Arrangement has been maintained in material compliance with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Benefit Plans areArrangements; (xi) no payment or benefit provided pursuant to any agreement, between each Subsidiary and any “service provider” (as such term is defined in Section 409A of the last actuarial Code and the Treasury Regulations and Internal Revenue Service guidance thereunder), will or may provide for the deferral of compensation subject to Section 409A of the Code that is not in material compliance with Section 409A of the Code. Each stock option and stock appreciation right, if any, was granted with an exercise price that was not less than the fair market value of the underlying common stock on the date the option or right was granted based upon a reasonable valuation for same, fully funded method. The execution and in good standing with such regulatory authorities as delivery of this Agreement and the consummation of the Transaction will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any agreement that will or may be applicable. (b) No step has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any payment of deferred compensation which will not be in compliance with Section 409A of the Code if timely paid in accordance with the terms of the agreement; (xii) there is no contract, agreement, plan or arrangement covering any current or former employee, consultant, director or other service provider of each Subsidiary that, individually or in aggregate, could give rise to the payment by any Subsidiary, directly or indirectly, of any amount that would not be deductible pursuant to the terms of Section 280G of the Code; (xiii) no Subsidiary is a Party to, or otherwise obligated under, any Employee Plan or Benefit Plan being ordered or required to be terminated or wound up in Arrangement, that provides for a gross-up, make-whole or in part or having its registration under applicable legislation refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable laws. There are no actions, suits, claims (other than routine claims for additional payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or threatened in respect of any of the Benefit Plans or their assets which would have a Company Material Adverse Effect. (c) None of the Company, any Subsidiary or the Joint Venture has any pension or retirement income plans, and have not made any agreements or promises with respect to same.any Taxes, including those imposed by Sections 409A and 4999 of the Code; (dxiv) None to the knowledge of the CompanyPlus Products, each individual who renders services to any Subsidiary and is classified as having the status of an independent contractor, consultant or other non-employee status is properly classified for all purposes, including eligibility to participate in the Joint Venture has any stock option plan Employee Plans; and (xv) each Subsidiary and each applicable Employee Plan and Benefit Arrangement are in material compliance with the Patient Protection and Affordable Care Act, including all applicable filing and reporting, all waiting period, and offers of coverage requirements thereunder. No excise tax or similar arrangement other than the Stock Option Plan. The Company Disclosure Statement sets forth a complete, up-to-date and accurate list of all optionholders penalty under the Stock Option PlanPatient Protection and Affordable Care Act has been, together or is reasonably expected to be, imposed or become due with respect to any period prior to the number of Options granted, the exercise price, vesting provisions and the expiry date thereof.Closing;

Pension and Employee Benefits. (a) Each of the Company, each Subsidiary and the Joint Venture The Company has complied in all material respects with all the terms of, and all applicable laws Law in respect of, the pension and other employee compensation and benefit obligations of the Company, the Subsidiary or Joint Venture, as the case may be, Company including the terms of any funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the CompanyCompany (collectively, any Subsidiary or the Joint Venture (collectively referred to as the “Benefit Plans”) and all Benefit Plans are, as of the last actuarial valuation for same, fully funded and in good standing with such regulatory authorities as may be applicable. (b) No step has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any Benefit Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable laws. There are no actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or threatened in respect of any of the Benefit Plans or their assets which would have a Company Material Adverse EffectEffect in respect of the Company. (c) None of the Company, any Subsidiary or the Joint Venture The Company has any no pension or retirement income plans, and have has not made any agreements or promises with respect to same. (d) None of the Company, any Subsidiary or the Joint Venture The Company has any no stock option plan or similar arrangement other than the Stock Company Option Plan. The Company Disclosure Statement Letter sets forth a complete, up-to-date and accurate list of all optionholders Optionholders under the Stock Company Option Plan, together with the number of Options granted, the exercise price, vesting provisions and the expiry date thereof. (e) Neither the Company nor any subsidiary nor any other affiliate maintains or contributes to, or has ever maintained or contributed to, an employee benefit plan, program, arrangement or agreement that is subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or to the prohibited transaction provisions of section 4975 of the Code.

Pension and Employee Benefits. (ai) Each Except as disclosed in the CP Ships' Public Disclosure Record or the Disclosure Letter, CP Ships and each of the Companyits subsidiaries has complied, each Subsidiary and the Joint Venture has complied in all material respects respects, with all the terms ofof all agreements, and all applicable laws in respect ofhealth, the welfare, supplemental unemployment benefit, bonus, profit sharing, deferred compensation, stock purchase, stock compensation, disability, pension or retirement plans and other employee compensation or benefit plans, policies or arrangements which are maintained by or binding upon CP Ships or such subsidiary or in respect of which CP Ships or any of its subsidiaries has any actual or potential liability (collectively, the "CP Ships Plans") and benefit obligations with all applicable Laws relating thereto. (ii) All of the CompanyCP Ships Plans are and have been established, registered, qualified, invested and administered, in all material respects, in accordance with all applicable Laws, and in accordance with their terms and the Subsidiary or Joint Ventureterms of agreements between CP Ships and/or any of its subsidiaries, as the case may be, including and their respective employees and former employees. To the knowledge of CP Ships, no fact or circumstance exists that could adversely affect the existing tax status of a CP Ships Plan. (iii) All current obligations of CP Ships or any of its subsidiaries regarding the CP Ships Plans have been satisfied in all material respects and no Taxes are owing or exigible under any of the CP Ships Plans except as would not have a Material Adverse Effect on CP Ships. All contributions or premiums required to be made by CP Ships or any of its subsidiaries, as the case may be, under the terms of any funding each CP Ships Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws and investment contracts or obligations applicable thereto, arising under or relating to each the terms of the pension CP Ships Plans except as do not have a Material Adverse Effect on CP Ships. (iv) Each CP Ships Plan is insured or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained funded as required by or binding upon the Company, any Subsidiary or the Joint Venture (collectively referred to as the “Benefit Plans”) and all Benefit Plans are, as of the last actuarial valuation for same, fully funded applicable Law and in good standing with such regulatory authorities Governmental Entities as may be applicableapplicable and, as of the date hereof, no currently outstanding notice of under-funding, non-compliance, failure to be in good standing or otherwise has been received by CP Ships or any of its subsidiaries from any such Governmental Entities other than such breaches as in the aggregate do not have a Material Adverse Effect on CP Ships. Each CP Ships Plan which is required under its terms or pursuant to applicable Law to be funded on an actuarial or other basis is fully funded on both a going concern and solvency basis in accordance with the actuarial assumptions and methods used in the most recent actuarial valuation report in respect of each such CP Ships Plan filed with the applicable Governmental Entity. (bv) No step has been takenCP Ships Plan is subject to any pending investigation, no event has occurred and no condition examination or circumstance exists that has resulted in other proceeding, action or could reasonably be expected to result in claim initiated by any Benefit Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revokedGovernmental Entity, or being placed under the administration of by any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable laws. There are no actions, suits, claims other party (other than routine claims for payment benefits), and there exists no state of benefits facts which after notice or lapse of time or both could reasonably be expected to give rise to any such investigation, examination or other proceeding, action or claim or to affect the registration or qualification of any CP Ships Plan required to be registered or qualified. (vi) All liabilities of CP Ships and each of its subsidiaries (whether accrued, absolute, contingent or otherwise) related to the CP Ships Plans have been fully and accurately accrued and disclosed, and reported in accordance with GAAP consistently applied in the ordinary course), trials, demands, investigations, arbitrations CP Ships Financial Statements. No changes have occurred or other proceedings are expected to occur to any CP Ships Plan which are pending or threatened would materially affect the most recent actuarial report prepared in respect of any of the Benefit Plans or their assets which would have a Company Material Adverse Effectapplicable CP Ships Plan. (c) None of the Company, any Subsidiary or the Joint Venture has any pension or retirement income plans, and have not made any agreements or promises with respect to same. (d) None of the Company, any Subsidiary or the Joint Venture has any stock option plan or similar arrangement other than the Stock Option Plan. The Company Disclosure Statement sets forth a complete, up-to-date and accurate list of all optionholders under the Stock Option Plan, together with the number of Options granted, the exercise price, vesting provisions and the expiry date thereof.

Pension and Employee Benefits. (ai) Each All Employees Plans are listed in Schedule C (34)(i) of the Company, Company Disclosure Letter. The Company and each Subsidiary and the Joint Venture of its Subsidiaries has complied in all material respects with all the terms of, and all applicable laws Laws in respect of, the pension Employee Plans, including ERISA and other employee compensation the Code, as applicable. The Company has furnished to the Purchaser true, correct and benefit obligations complete copies of all Employee Plans as amended as of the date hereof, together with all related documentation. (ii) The Company has no Employee Plan that is or was intended to be “qualified” within the meaning of Section 401(a) of the Code and there are no pending, or to the knowledge of the Company, the Subsidiary threatened or Joint Venture, as the case may be, including the terms of any funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the Company, any Subsidiary or the Joint Venture (collectively referred to as the “Benefit Plans”) and all Benefit Plans are, as of the last actuarial valuation for same, fully funded and in good standing with such regulatory authorities as may be applicable. (b) No step has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any Benefit Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable laws. There are no actions, suits, anticipated claims (other than routine claims for payment benefits) by, on behalf of benefits or against any Employee Plan or any trust related thereto. (iii) Neither the Company, its Subsidiaries nor any ERISA Affiliate maintains, contributes to, participates in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending has an obligation to contribute to or threatened any liability in respect of (i) a multiemployer plan within the meaning of Section 3(37) of ERISA, (ii) a “multiple employer plan” (within the meaning of Section 413 of the Code), (iii) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA) or (iv) a pension plan that is subject to Title IV of ERISA or Section 412 of the Code nor has the Company or any ERISA Affiliate maintained, contributed to, participated in or had any obligation to contribute to or any liability in respect of such plan, in each case, within the six year period immediately preceding the date hereof. Neither the Company nor any of its Subsidiaries, nor to the Benefit Plans or their assets which would have a Company Material Adverse Effect. (c) None knowledge of the Company, any Subsidiary party-in-interest or disqualified individual in respect of any Employee Plan, has committed any “prohibited transaction” (within the Joint Venture has any pension meaning of Section 4975 of the Code or retirement income plans, and have not made any agreements or promises Section 406 of ERISA) with respect to sameany Employee Plan that has subjected or is reasonably expected to subject the Company to a tax or penalty pursuant to Section 502 of ERISA or Section 4975 of the Code or any other liability with respect thereto. Each Employee Plan and any related contracts may be amended or terminated without penalty other than the payment of benefits, fees or charges accrued or incurred through the date of termination. (div) None Except as set forth in Schedule C (33) of the CompanyCompany Disclosure Letter, and except for payments due as a result of the vesting acceleration or termination of Options, the signing of this Agreement and the consummation of transactions contemplated under the Agreement will not, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or increase the amount of compensation due to any such employee, director, officer or independent contractor; (ii) directly or indirectly cause the Company to transfer or set aside any assets to fund any benefits under any Employee Plan; (iii) otherwise give rise to any material liability under any Employee Plan; (iv) result in the breach or violation of or default under, or limit or restrict the right to amend, terminate or transfer the assets of the Employee Plan on or following the Effective Time; or (v) result in any payment that would constitute an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code) to any current or former employee, director, officer or independent contractor of the Company or any of its Subsidiaries or that would be required to be included by any current or former employee, director, officer or independent contractor of the Company or any of its Subsidiaries or affiliates in gross income under Code Section 409A(a)(1)(A) as a result of a violation of Code Section 409A. The Company does not have an obligation to gross-up, indemnify or otherwise reimburse any current or former service provider to the Company or its affiliates for any tax incurred by such service provider pursuant to Section 280G, 409A or 4999 of the Code. (v) Each arrangement that constitutes “non-qualified deferred compensation” within the meaning of Code Section 409A has been in operational and documentary compliance with or is otherwise exempt from Code Section 409A since the applicable deadline for such compliance with or exemption from Code Section 409A. (vi) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable requirements of the Patient Protection and Affordable Care Act of 2010, and all regulations thereunder (together, the “ACA”), including all requirements relating to eligibility waiting periods and the offer of or provision of minimum essential coverage that is compliant with Section 36B(c)(2)(C) of the Code and the regulations issued thereunder to full-time employees as defined in Section 4980H(b)(4) of the Code and the regulations issued thereunder. No material excise tax or penalty under the ACA, including Section 4980H of the Code, is outstanding, has accrued, or has arisen with respect to any period prior to the Effective Time, with respect to any Employee Plan. (vii) All contributions, and premiums owing under the Employee Plans have been paid when due in accordance with the terms of the Employee Plans and applicable Laws, or the Company has made full and adequate disclosure of and provision for such amounts in the books and records. All Employee Plans that provide group benefits are established through a contract of insurance, and no retroactive increase in premiums is permitted thereunder. (viii) No Employee Plan is a “registered pension plan” as such term is defined in the Tax Act or provides benefits following the retirement or (except where required by statute) termination of employment of any employee of the Company or any of its Subsidiaries. (ix) Except as set forth in Schedule C (34)(ix) of the Company Disclosure Letter, the Company does not have any current or project liability in respect of, and does not sponsor or otherwise provide any, post-employment or post-retirement health or medical benefits or life insurance or death benefits or other post-retirement welfare benefits to any current or former service provider, except as may be required under the continuation coverage rules as provided under Sections 601 through 608 of ERISA (“COBRA”) or any other similar applicable Law. (x) Subject to the requirements of applicable Laws, no provision of any Employee Plan or of any agreement, and no act or omission of the Company or any of its Subsidiaries in any way limits, impairs, modifies or otherwise affects the right of the Company or any of its Subsidiaries to unilaterally amend or terminate any Employee Plan, and no commitments to improve or otherwise amend any Employee Plan have been made. (xi) Other than in respect of routine claims for benefits, no Employee Plan, no administrator of any Employee Plan, and no member of any body which administers an Employee Plan, nor the Company or any of its Subsidiaries, is subject to any pending action, investigation, examination, claim (including claims for income taxes, interest, penalties, fines or excise taxes) or any other proceeding initiated by any person, and there exists no state of facts which could reasonably be expected to give rise to any such action, investigation, examination, claim or other proceeding. (xii) The Company and its affiliates have complied with the WARN Act and all similar foreign laws, to the extent applicable, except to the extent such failure to comply would not result in Purchaser or any of its affiliates having any liability. There has been no “mass layoff” or “plant closing” (as defined by the WARN Act) with respect to the Company or its Subsidiaries. (xiii) Since January 1, 2018, the Company and its affiliates have not, and are not currently planning or anticipating, any Subsidiary layoffs, terminations, furloughs, reductions in compensation or the Joint Venture has benefits or other cost-saving measures affecting any stock option plan current or similar arrangement former service providers, in each case, other than terminations of employment in the Stock Option Plan. The Company Disclosure Statement sets forth a complete, up-to-date and accurate list ordinary course of all optionholders under the Stock Option Plan, together with the number of Options granted, the exercise price, vesting provisions and the expiry date thereofbusiness.

Pension and Employee Benefits. (a) Each True and correct copies of the following, as applicable, have been made available to LACQ: (A) the Company Plans and all amendments thereto; (B) copies of all material correspondence in the past five (5) years with any Governmental Authority relating to a Company Plan; (C) the summary plan description or employee booklet for each Company Plan; (D) all trust agreements, funding agreements, participation agreements or insurance contracts relating to a Company Plan; (E) the most recent actuarial report, if any; (F) the most recent financial report, if any; and (G) the most recent determination letter from the IRS, if any. (b) All Company Plans are and have been established, registered (where required), administered and invested (where applicable) in all material respects: (A) in accordance with all applicable Laws; and (B) in accordance with their terms. To the knowledge of the Company, each Subsidiary and no fact or circumstance exists which could adversely affect the Joint Venture has complied in all tax-preferred or tax-exempt status of any Company Plan, which is intended to be so tax-preferred or tax-exempt, or any related trust entitled to such status. (c) All material respects with all contributions, premiums, payments or Taxes required to be made or paid by the terms of, and all applicable laws in respect of, the pension and other employee compensation and benefit obligations Company or any of the Company, the Subsidiary or Joint Ventureits Subsidiaries, as the case may be, including under the terms of each Company Plan or by applicable Laws in respect of Company Plans have been made and/or accrued in a timely fashion in accordance therewith. Neither the Company nor any funding and investment contracts or of its Subsidiaries has any obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the Company, any Subsidiary or the Joint Venture (collectively referred to as the “Benefit Plans”) and all Benefit Plans are, as of the last actuarial valuation for same, fully funded and in good standing with such regulatory authorities as may be applicable. (b) No step has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any Benefit Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable laws. There are no actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or threatened in respect of any of the Benefit Plans defined benefit pension plans or their assets which would have a Company Material Adverse Effect. (c) None of the Company, any Subsidiary or the Joint Venture has any pension or retirement income plans, and have not made any agreements or promises with respect to sameMultiemployer Plans. (d) None No notice of under-funding, non-compliance, or failure to be in good standing has been received by the Company or any of its Subsidiaries from any Governmental Authority in respect of any Company Plan, and there is no actual, threatened, pending or, to the knowledge of the CompanyCompany or its Subsidiaries, anticipated action relating to a Company Plan. (e) No Company Plan provides post-retirement or post-employment health, death or disability benefits to or in respect of either the former employees or beneficiaries of the former employees of the Company or any of its Subsidiaries, except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA. (f) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will (either alone or in conjunction with any other event) result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any Subsidiary payment or benefit to any employee, officer or director of the Company or any of its Subsidiaries. To the extent applicable to a Company Plan, no amount that could be received (whether in cash or property or the Joint Venture vesting of property), as a result of the consummation of the Transactions, by any employee, officer, director, stockholder or other service provider of the Company or any Subsidiary would be subject to an excise tax under Section 4999 of the Code. Neither the Company nor any Subsidiary has any stock option plan indemnity obligation for any Taxes imposed under Section 4999 or similar arrangement other than 409A of the Stock Option Plan. The Company Disclosure Statement sets forth a complete, up-to-date and accurate list of all optionholders under the Stock Option Plan, together with the number of Options granted, the exercise price, vesting provisions and the expiry date thereofCode.

Pension and Employee Benefits. (a) Each Section 3.13(a) of the CompanyDisclosure Letter sets forth a list of all employee benefit, each Subsidiary health, welfare, supplemental unemployment benefit, bonus, incentive, pension, profit sharing, deferred compensation, share compensation, share option, share purchase, retirement, hospitalization insurance, medical, dental, legal, disability, severance, change in control and the Joint Venture has complied in all material respects with all the terms of, and all applicable laws in respect of, the pension and other employee compensation and benefit obligations of the Company, the Subsidiary or Joint Venture, as the case may be, including the terms of any funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit similar plans, agreements, policies, programs, agreements or arrangements or practices, whether written or oral, which are sponsored, maintained or contributed to by the Company or binding upon the Company, any Subsidiary or the Joint Venture of its subsidiaries (collectively referred to as the “Benefit Plans”) and all Benefit ). The Disclosure Letter states which of the Plans areare subject to the provisions of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”). For purposes of representations and warranties in this Section 3.13 relating to the Code or ERISA, a subsidiary of the last actuarial valuation for sameCompany shall be deemed to also include each corporation, fully funded and in good standing trade, business, or entity that would be considered to be a single employer or under common control with such regulatory authorities as may be applicablethe Company pursuant to section 414 of the Code or section 4001 of ERISA. (b) No step has been taken, no event has occurred and and, to knowledge of the Company, no condition or circumstance exists that has resulted in or or, to the knowledge of the Company, could be reasonably be expected to result in any Benefit Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation Laws refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxesamount of Taxes, fees, penalties or levies under applicable lawsLaws. There are no actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or or, to the knowledge of the Company, threatened in respect of any of the Benefit Plans or their assets which individually or in the aggregate would have a Company Material Adverse EffectEffect on the Company. (c) None The Company has provided to GSK true, correct and complete copies of the employee benefits manuals of the Company and the descriptions of the Plans therein are complete and accurate. (d) All of the Plans are and have been established, registered, qualified, invested and, to the knowledge of the Company, administered, in all material respects, in accordance with all applicable Laws, and in accordance with their terms and the terms of agreements between the Company or a subsidiary of the Company, as the case may be, and their respective employees. To the knowledge of the Company, no fact or circumstance exists that could adversely affect the existing tax status of any Plan intended to be qualified or receive favourable treatment under applicable Tax Laws. (e) All obligations of the Company or a subsidiary of the Company regarding the Plans have been satisfied in all material respects. All contributions or premiums required to be made by the Company or a subsidiary of the Company, as the case may be, under the terms of each Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws and the terms of the Plans. (f) Each Plan is fully insured or fully funded to the extent required by applicable Laws and, to the knowledge of the Company, is in good standing with such regulatory authorities as may be applicable and, as of the date of this Agreement, no notice of underfunding, noncompliance, failure to be in good standing or otherwise has been received by the Company or its subsidiaries from any such regulatory authority. (g) To the knowledge of the Company, there have been no improper withdrawals, applications or transfers of assets from any Plan or the trusts or other funding media relating thereto that remain outstanding and unremedied, and neither the Company, nor any subsidiary of the Company, nor, to the knowledge of the Company, any Subsidiary or the Joint Venture of their respective agents has been in breach of any pension or retirement income plans, and have not made any agreements or promises fiduciary obligation with respect to samethe administration of the Plans or the trusts or other funding media relating thereto. (dh) The Company or its subsidiaries may unilaterally amend or terminate, in whole or in part, each Plan listed in Section 3.13(h) of the Disclosure Letter, subject only to approvals required by Law and, with respect to amendment or termination, the collective bargaining agreements disclosed in Section 3.7 of the Disclosure Letter. (i) Except as disclosed in Section 3.13(i) of the Disclosure Letter, no commitments or announcements to increase or add benefits or otherwise amend any Plan or adopt any new Plan have been made by the Company as of the date hereof except as required by applicable Laws. (j) None of the Plans (other than pension plans) provide benefits, including pension or welfare-type benefits, to retired or former employees or to the beneficiaries or dependants of retired or former employees (other than benefits required to be provided by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or under similar state or foreign Law). (k) No insurance policy or any other contract or agreement affecting any Plan requires or permits a retroactive increase in premiums or payments due thereunder. (l) All Plans intended to be tax-qualified pension or retirement plans in the United States have been the subject of determination letters from the United States Internal Revenue Service to the effect that such Plans and their related trusts are qualified and exempt from United States Federal income taxes under sections 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor, has any Subsidiary such Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs and, to the knowledge of the Company, nothing has occurred since the date of such letter that could adversely affect the qualified status of such Plan. As to any such Plan intended to be a United States tax-qualified pension or retirement plan, there has been no termination or, to the knowledge of the Company, partial termination of such Plan within the meaning of section 411(d)(3) of the Code. (m) No amount or benefit that could be received (whether in cash or property, the vesting of property or the Joint Venture has acceleration of the exerciseability of share options) as a result of or in connection with the transactions contemplated by this Agreement or the Arrangement (whether or not some other subsequent action or event would be required to cause the receipt of such amount or benefit to occur) by any stock option plan employee, officer or similar arrangement director of the Company or any of its affiliates (other than those persons identified in Section 3.13(m) of the Stock Option Plan. The Disclosure Letter) who is a “disqualified individual” (as such term is defined in United States Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Plan currently in effect shall fail to be deductible for United States federal income tax purposes by virtue of section 280G of the Code. (n) None of the Plans is a “multiemployer plan” within the meaning of section 4001(a)(3) of ERISA or any other applicable Law, nor has the Company or any subsidiary of the Company been obligated to contribute to any such multiemployer plan at any time within the past six years. (o) Except as disclosed in Section 3.13(o) of the Disclosure Statement sets forth Letter, to the knowledge of the Company, no employment, severance or termination agreement, other compensation arrangement or Plan provides for payment of a completebenefit, up-to-date the increase of a benefit amount, the acceleration of contributions or funding, the payment of a contingent benefit or the acceleration of the payment or vesting of a benefit by reason of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement or the Arrangement (whether or not some other subsequent action or event would be required to cause such payment, increase, acceleration, or vesting to be triggered). (p) As to any Plan that is subject to Title IV of ERISA, no accumulated funding deficiency, whether or not waived, within the meaning of section 302 of ERISA or section 412 of the Code has been incurred, no reportable event within the meaning of section 4043 of ERISA has occurred, no notice of intent to terminate the plan has been given under section 4041 of ERISA, no proceeding has been instituted under section 4042 of ERISA to terminate the plan, and accurate list no liability to the United States Pension Benefit Guaranty Corporation has been incurred, other than for applicable premium payments. (q) As to any Plan which is subject to ERISA or the Code, to the knowledge of all optionholders the Company, no act, omission or transaction has occurred which would result in imposition on the Company or any subsidiary of the Company of (i) breach of fiduciary duty liability damages under section 409 of ERISA, (ii) a civil penalty assessed pursuant to subsections (c), (i) or (l) of section 502 of ERISA, or (iii) a tax imposed pursuant to Chapter 43 of Subtitle D of the Stock Option Code. (r) To the knowledge of the Company, each trust funding a Plan, together with which trust is intended to be exempt from United States federal income taxation pursuant to section 501(c)(9) of the number Code, satisfies the requirements of Options grantedsuch section and has received a favourable determination letter from the United States Internal Revenue Service regarding such exempt status and, to the exercise priceknowledge of the Company, vesting provisions and has not, since receipt of the expiry date thereofmost recent favourable determination letter, been amended or operated in a way which would adversely affect such exempt status.

Pension and Employee Benefits. (ai) All Employee Plans are set out in Schedule 3.1(ii) of the Company Disclosure Letter. The Company has provided as part of Company Diligence Information, as applicable: (A) true, correct and complete copies of all the Employee Plans as amended as of the date hereof (and in the case of an unwritten Employee Plan, a written description thereof); (B) all related material documentation including, as applicable, funding and investment management agreements, summary plan descriptions, and all legal opinions and memoranda and correspondence with all regulatory authorities or other relevant persons; and (C) all non-routine correspondence with any Governmental Authority concerning any Employee Plans during the prior six (6) years. (ii) Each of the Company, each Subsidiary Company and the Joint Venture has its subsidiaries have complied in all material respects with all of the terms ofof the Employee Plans, and all applicable laws Laws in respect of, the pension and other of employee compensation and benefit obligations of the CompanyCompany and its subsidiaries. All contributions, and premiums owing under the Subsidiary or Joint Venture, as Employee Plans by the case may be, including Company have been paid when due in accordance with the terms of any funding the Employee Plans and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the Company, any Subsidiary or the Joint Venture (collectively referred to as the “Benefit Plans”) and all Benefit Plans are, as of the last actuarial valuation for same, fully funded and in good standing with such regulatory authorities as may be applicableLaws. (biii) No step has been takenEmployee Plan is or ever was, no event has occurred and no condition the Company does not have any current or circumstance exists contingent liability with respect to any Employee Plan that has resulted is or ever was, subject to ERISA. . (iv) No Employee Plan is a “registered pension plan” or a “retirement compensation arrangement” as each such term is defined in the Tax Act or could reasonably be expected provides health and welfare benefits following the retirement or termination of employment of any employee of the Company or any of its subsidiaries employed outside of the United States (except where required by statute, pursuant to result in any Benefit Plan being ordered the terms of an individual employment or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revokedtermination agreement, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable laws. benefits continuation where an individual on disability is terminated). (v) There are no actions, suits, claims (other than routine claims for payment of benefits by employees and their beneficiaries or dependents arising in the ordinary course), trials, demands, investigations, arbitrations course of operation of the Employee Plan) or Litigation or other proceedings which are pending Proceeding pending, or to the Company’s knowledge, threatened with respect to any Employee Plan. (vi) No provision in respect any Employee Plan limits, impairs, modifies, or otherwise affects the right of the Company or any of its subsidiaries to unilaterally amend or terminate any Employee Plan in accordance with its terms and applicable Laws, and no binding commitments to improve or otherwise amend any Employee Plan have been made by the Company or any of its subsidiaries to its employees, directors or consultants. (vii) To the knowledge of the Company, (i) the administrator of each Employee Plan is in possession of all documents and employee data necessary to administer each Employee Plan in accordance with its terms and applicable Law, and (ii) such data is complete, correct and in a form that is sufficient for the proper administration of each Employee Plan. (viii) Each Employee Plan that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code has been operated in compliance with Section 409A of the Code and the guidance of the United States Internal Revenue Service provided thereunder, and no amounts deferred under any such plan is, or upon vesting will be, subject to the interest and additional Tax set forth under Section 409A(a)(1)(B) of the Code. Neither Company nor any ERISA Affiliate has any indemnity or gross-up obligation to any person for any Taxes or penalties imposed under Sections 4999 or 409A of the Code. (ix) Neither as a result of any of the Benefit Plans transactions contemplated herein or their assets which in the Plan of Arrangement, either alone or in conjunction with any other event (whether contingent or otherwise), will give rise to the payment of any amount that would have a not be deductible by the Company Material Adverse Effect. (cor any of its subsidiaries by reason of Section 280(G) None of the CompanyCode or any amount that could, individually or in combination with any Subsidiary or the Joint Venture has any pension or retirement income plansother such payment, and have not made any agreements or promises with respect to same. (dconstitute an “excess parachute payment”, as defined in Section 280(G)(b)(1) None of the Company, any Subsidiary or the Joint Venture has any stock option plan or similar arrangement other than the Stock Option Plan. The Company Disclosure Statement sets forth a complete, up-to-date and accurate list of all optionholders under the Stock Option Plan, together with the number of Options granted, the exercise price, vesting provisions and the expiry date thereofCode.

Pension and Employee Benefits. (ai) Each Predecessor, Badger and each of the Companytheir Subsidiaries has complied, each Subsidiary and the Joint Venture has complied in all material respects respects, with all the terms ofof all health, and all applicable laws in respect ofwelfare, the supplemental unemployment benefit, bonus, profit sharing, deferred compensation, share purchase, share compensation, disability, pension or retirement plans and other employee or director compensation or benefit plans, policies, agreements or arrangements which are maintained by or binding upon Badger or such Subsidiary or in respect of which Badger or any of its Subsidiaries has any actual or potential liability (including the Badger Share Option Plan, the Badger LTIP, the Predecessor LTIP, the Predecessor Unit Option Plan, the Predecessor Performance Trust Units Plan and benefit obligations the Badger Performance Trust Units Plan) (collectively, the “Badger Plans”) and with all applicable Laws relating thereto. (ii) All of the CompanyBadger Plans are and have been established, registered, qualified and, in all material respects, administered in accordance with all applicable Laws, and in accordance with their terms and the Subsidiary or Joint Ventureterms of agreements between Predecessor, Badger and/or any of their Subsidiaries, as the case may be, including and their respective employees and former employees who are members of, or beneficiaries under, the Badger Plans. (iii) All current obligations of Badger or any of its Subsidiaries regarding the Badger Plans have been satisfied in all material respects, and no Taxes are owing or eligible under any of the Badger Plans. All contributions or premiums required to be made or paid by Badger or any of its Subsidiaries, as the case may be, under the terms of any funding each Badger Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws in all material respects and investment contracts or obligations applicable thereto, arising under or relating to each in accordance with the terms of the pension Badger Plans. (iv) Each Badger Plan is insured or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained funded as may be required by or binding upon the Company, any Subsidiary or the Joint Venture (collectively referred to as the “Benefit Plans”) and all Benefit Plans are, as of the last actuarial valuation for same, fully funded applicable Law and in good standing with such regulatory authorities Governmental Entities as may be applicableapplicable and, as of the date hereof, no currently outstanding notice of under-funding, non-compliance, failure to be in good standing or otherwise has been received by Badger or any of its Subsidiaries from any such Governmental Entities. No Badger Plan provides any non-pension post-retirement or post-employment benefits. None of the Badger Plans are pension plans. None of Badger or any of its Subsidiaries would incur any material withdrawal liability from withdrawing from any multiemployer plan. Badger has an effective reservation of rights for each non-pension post-retirement or post-employment benefit plan which allows Badger to amend or terminate such plan, subject to applicable Law. (bv) No step has been takenBadger Plan is subject to any pending investigation, no event has occurred and no condition examination or circumstance exists that has resulted in other proceeding, action or could reasonably be expected to result in claim initiated by any Benefit Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revokedGovernmental Entity, or being placed under the administration of by any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable laws. There are no actions, suits, claims other Person (other than routine claims for payment of benefits in the ordinary coursebenefits), trialsand, demandsto the knowledge of Badger, investigationsthere exists no state of facts which after notice or lapse of time or both would reasonably be expected to give rise to any such investigation, arbitrations examination or other proceedings which are pending proceeding, action or threatened claim or to affect the registration or qualification of any Badger Plan required to be registered or qualified. (vi) Except as disclosed in respect Section 3.1(r)(vi) of the Disclosure Letter, none of the execution and delivery of this Agreement by Badger or consummation of the Arrangement or compliance by Badger with any of the Benefit Plans provisions hereof will result in any payment (including severance, unemployment compensation, bonuses or their assets which would have a Company Material Adverse Effectotherwise) becoming due to any director or employee of Badger or any of its Subsidiaries or result in any increase or acceleration of contributions, liabilities or benefits, or acceleration of vesting, under any Badger Plan or restriction held in connection with any Badger Plan. (c) None of the Company, any Subsidiary or the Joint Venture has any pension or retirement income plans, and have not made any agreements or promises with respect to same. (d) None of the Company, any Subsidiary or the Joint Venture has any stock option plan or similar arrangement other than the Stock Option Plan. The Company Disclosure Statement sets forth a complete, up-to-date and accurate list of all optionholders under the Stock Option Plan, together with the number of Options granted, the exercise price, vesting provisions and the expiry date thereof.

Pension and Employee Benefits. (ai) Each The Company and each of its subsidiaries has complied with the terms of all Company Plans and with all applicable Laws relating thereto. (ii) A true and complete list of all Company Plans is set forth in Schedule (v)(ii) of the Company Disclosure Letter. Current and complete copies of all such written Company Plans or, where oral, written summaries of the material terms thereof, have been provided to Acquireco together with current and complete copies of all material documents relating to the Company Plans, including, without limitation, service provider agreements, insurance contracts, investment management agreements and record-keeping agreements. There has been no amendment or other change to the Key Employee Incentive Plan other than the amendment on February 12, 2007. (iii) All of the Company Plans are registered, qualified, invested, funded, operated and administered, in all material respects, in accordance with all applicable Laws, and in accordance with their terms. Neither the Company nor its subsidiaries has received, in the last three years, any notice from any person questioning or challenging such compliance, and the Company has no knowledge of any such notice beyond the last three years. All material reports, returns and similar documents with respect to all Company Plans required to be filed with any Governmental Entity or distributed to any Company Plan participant have been duly and timely filed or distributed. (iv) All obligations of the Company or any of its subsidiaries regarding the Company Plans have been satisfied and no Taxes are owing or exigible under any of the Company Plans. All contributions or premiums required to be made to any Statutory Plans or under the terms of each Company Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws and the terms of the Company Plans. (v) No unfunded liability, solvency deficiency, going concern deficiency or wind up deficiency exists with respect to any Pension Plan. (vi) There is no investigation (including governmental audits or investigations), examination or other proceeding, action or claim that has been asserted or initiated, or to the knowledge of the Company, each Subsidiary and threatened with respect to any of the Joint Venture has complied in all material respects Company Plans, the assets of the trusts under such plans or the plan sponsor or the plan administrator, or against any fiduciary of any of the Company Plans with all respect to the terms ofor operation of such plans (other than routine claims for benefits), and all applicable laws in respect ofthere exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such investigation, examination or other proceeding, action or claim or to affect the pension and other employee compensation and benefit obligations registration or qualification of any Company Plan required to be registered or qualified. (vii) There has been no partial wind-up of any registered Company Plan and, to the knowledge of the Company, the Subsidiary or Joint Venture, as the case may be, including the terms of any funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the Company, any Subsidiary or the Joint Venture (collectively referred to as the “Benefit Plans”) and all Benefit Plans are, as of the last actuarial valuation for same, fully funded and in good standing with such regulatory authorities as may be applicable. (b) No step has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to respecting any registered Company Plan which would result in the revocation of the registration of such Company Plan (where applicable) or entitle the person or entity (without the consent of the Company or any Benefit of its subsidiaries) to wind-up or terminate any Company Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revoked, or being placed under which could otherwise reasonably be expected to adversely affect the administration tax status of any trustee such Company Plan. (viii) Neither the Company nor its subsidiaries has any formal plan or receiver has made any promise or regulatory authority commitment, whether legally binding or being required not, to pay create any material taxes, fees, penalties additional Company Plan or levies to improve the benefits provided under applicable laws. any Company Plan. (ix) There are no actionsagreements, suitsor undertakings, claims (written or oral, by the Company or any of its subsidiaries other than routine claims for payment of benefits those set forth in the ordinary course), trials, demands, investigations, arbitrations written Company Plans that would result in any material liability to the Company or its subsidiaries on or at any time after the Effective Time on amendment or termination of any Company Plan (including any Company Plan covering retirees or other proceedings former employees). (x) Other than as required under applicable Law, no Company Plan promises or provides retiree health benefits or retiree life insurance benefits or any other non-pension post-retirement benefits to any person, other than in accordance with section 4980B of the Code. (xi) Each Company Plan which are pending covers current or threatened former employees of the Company or any of its subsidiaries in respect of employment in the United States of America (the “US Company Plans”), is an “employee pension benefit plan” within the meaning of section 3(2) of ERISA, and which is intended to meet the qualification requirements of section 401(a) of the Code has received a determination letter from the Internal Revenue Service to the effect that such plan is qualified and exempt from federal income Taxes under sections 401(a) and 501(a), respectively, of the Code, and to the knowledge of the Company, nothing has occurred since the date of such determination letter that could adversely affect the qualification of such plan or the tax-exempt status of such trust. In addition, the Company has provided true and accurate copies of each US Company Plan maintained by the Company or any of its subsidiaries on or after December 31, 2007, that has been terminated or merged into a US Company Plan that is currently maintained by the Benefit Company or any of its subsidiaries. The U.S. Company Plans formerly maintained by RSI ID Technologies, Inc. and SAMSys Technologies, Inc. were either merged into the Sirit Corp. 401(k) Plan, or their assets which would have a were properly terminated in accordance with ERISA and the Code, without adversely affecting the qualification of such plan(s) or any U.S. Company Material Adverse EffectPlan currently maintained by the Company or any of its subsidiaries. (cxii) None To the knowledge of the Company, none of the U.S. Company Plans or any trusts created thereunder, or the Company or any of its subsidiaries, or any employee of the foregoing, or, to the knowledge of the Company, any Subsidiary trustee, administrator or other fiduciary in respect of such U.S. Company Plans, has engaged in a “prohibited transaction” (as such term is defined in section 4975 of the Joint Venture has any pension Code or retirement income plans, and have not made any agreements or promises with respect to samesection 406 of ERISA). (dxiii) There are no Company Plans to which the Company or its subsidiaries are required to contribute which are not maintained or administered by the Company or its subsidiaries. (xiv) Except as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, none of the Company Plans require or permit a retroactive increase in premiums or payments, or require additional premiums or payments on termination of the Company Plan relating thereto. (xv) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in connection with the termination of employment or service of any officer, employee, director, independent contractor or consultant following, or in connection with the transactions contemplated hereby) (i) except as set forth in Schedule (v)(xv) of the Company Disclosure Letter, entitle any current or former employee, independent contractor or consultant of the Company to severance pay or any increase in severance pay upon any termination of employment after the date of this Agreement, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation pursuant to, any of the Company Plans, or (iii) limit or restrict the right of the Company or, after the consummation of the transactions contemplated hereby, Parent or Acquireco, to merge, amend or terminate any such plan. None of the CompanyCompany Plans in effect immediately prior to the consummation of the transactions contemplated by this Agreement would result separately or in the aggregate (including, any Subsidiary without limitation, as a result of this Agreement or the Joint Venture has transactions contemplated hereby) in the payment of any stock option plan “excess parachute payment” within the meaning of section 280G of the Code. (xvi) Each Company Plan or similar any other arrangement other than of the Stock Option PlanCompany that is, or was, subject to section 409A of the Code, was administered in reasonable, good faith compliance with the requirements of section 409A of the Code through December 31, 2008, and all Company Plans subject to section 409A of the Code that provide payment after December 31, 2008 and were in existence on such date have been amended (if applicable) to comply with the requirements of the final regulations under section 409A of the Code. The Company Disclosure Statement sets forth (i) has no obligation to gross-up, indemnify or otherwise reimburse any person for any Tax incurred by such person pursuant to section 409A of the Code, (ii) has not elected to or is not required to defer payment of amounts from a completeforeign entity which will be subject to the provisions of section 457A of the Code, and (iii) has no obligation to gross-up-to-date and accurate list , indemnify or otherwise reimburse any person for any Tax incurred by such person pursuant to section 280G of all optionholders under the Stock Option Plan, together with the number of Options granted, the exercise price, vesting provisions and the expiry date thereofCode.

Pension and Employee Benefits. ‌ (ai) Each Other than the Teranga Equity Incentive Plans and the Employee Plans set out in Schedule 3.1(dd) of the CompanyTeranga Disclosure Letter, each Subsidiary and neither the Joint Venture Company nor any of its subsidiaries has complied in all material respects with all the terms of, and all applicable laws in respect of, the pension and other employee compensation and benefit obligations of the Company, the Subsidiary or Joint Venture, as the case may be, including the terms of any funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the CompanyCompany or its subsidiaries. The Company has provided as part of Teranga Diligence Information true, any Subsidiary or correct and complete copies of all the Joint Venture (collectively referred to Employee Plans as the “Benefit Plans”) and all Benefit Plans are, amended as of the last date hereof, together with all related documentation including, without limitation, funding and investment management agreements, summary plan descriptions, the most recent actuarial valuation reports (including, for samegreater certainty, fully funded and in good standing with such regulatory authorities as may be applicable. (b) No step has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any Benefit Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable laws. There are no actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or threatened actuarial valuations in respect of any of the Benefit Plans multi-employer pension plan), financial statements, asset statements, and all material opinions and memoranda (whether externally or their assets which would have a Company Material Adverse Effectinternally prepared) and material correspondence with all regulatory authorities or other relevant Persons. (cii) None The Company and its subsidiaries have complied and are in compliance, in each case, in all material respects with all of the Company, any Subsidiary or terms of the Joint Venture has any pension or retirement income plansEmployee Plans, and all applicable Laws in respect of employee compensation and benefit obligations of the Company and its subsidiaries. All contributions, and premiums owing under the Employee Plans have not made any agreements or promises been paid when due in accordance with respect the terms of the Employee Plans and applicable Laws. The Company and/or its subsidiaries, as the case may be, have paid in full all contributions under the Employee Plans up to samethe date hereof. (diii) None No Employee Plan is a “registered pension plan” as such term is defined in the Tax Act or provides benefits following the retirement or (except where required by statute) termination of employment of any employee of the CompanyCompany or its subsidiaries. (iv) Other than as set out in Schedule 3.1(dd), no post-retirement or post- employment medical or welfare benefits are being paid to any Subsidiary individual by the Company or the Joint Venture has any stock option plan or similar arrangement other than the Stock Option Plan. The Company Disclosure Statement sets forth a complete, up-to-date and accurate list of all optionholders under the Stock Option Plan, together with the number of Options granted, the exercise price, vesting provisions and the expiry date thereofits subsidiaries.

Pension and Employee Benefits. (ai) Each Predecessor, Peak and each of the Companytheir Subsidiaries has complied, each Subsidiary and the Joint Venture has complied in all material respects respects, with all the terms ofof all health, and all applicable laws in respect ofwelfare, the supplemental unemployment benefit, bonus, profit sharing, deferred compensation, share purchase, share compensation, disability, pension or retirement plans and other employee or director compensation or benefit plans, policies, agreements or arrangements which are maintained by or binding upon Peak or such Subsidiary or in respect of which Peak or any of its Subsidiaries has any actual or potential liability (including the Peak Share Option Plan, the Predecessor Unit Option Plan, the Predecessor Annual Incentive Program, the Predecessor Trust Unit Ownership Plan, the Predecessor Performance Trust Units Plan, and benefit obligations the Peak Employee Retirement Savings Plan) (collectively, the “Peak Plans”) and with all applicable Laws relating thereto. (ii) All of the CompanyPeak Plans are and have been established, registered, qualified and, in all material respects, administered in accordance with all applicable Laws, and in accordance with their terms and the Subsidiary or Joint Ventureterms of agreements between Predecessor, Peak and/or any of their Subsidiaries, as the case may be, including and their respective employees and former employees who are members of, or beneficiaries under, the Peak Plans. (iii) All current obligations of Peak or any of its Subsidiaries regarding the Peak Plans have been satisfied in all material respects, and no Taxes are owing or eligible under any of the Peak Plans. All contributions or premiums required to be made or paid by Peak or any of its Subsidiaries, as the case may be, under the terms of any funding each Peak Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws in all material respects and investment contracts or obligations applicable thereto, arising under or relating to each in accordance with the terms of the pension Peak Plans. (iv) Each Peak Plan is insured or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained funded as may be required by or binding upon the Company, any Subsidiary or the Joint Venture (collectively referred to as the “Benefit Plans”) and all Benefit Plans are, as of the last actuarial valuation for same, fully funded applicable Law and in good standing with such regulatory authorities Governmental Entities as may be applicableapplicable and, as of the date hereof, no currently outstanding notice of under-funding, non-compliance, failure to be in good standing or otherwise has been received by Peak or any of its Subsidiaries from any such Governmental Entities. No Peak Plan provides any non-pension post-retirement or post-employment benefits. None of the Peak Plans are pension plans. None of Peak or any of its Subsidiaries would incur any material withdrawal liability from withdrawing from any multiemployer plan. Peak has an effective reservation of rights for each non-pension post-retirement or post-employment benefit plan which allows Peak to amend or terminate such plan, subject to applicable Law. (bv) No step has been takenPeak Plan is subject to any pending investigation, no event has occurred and no condition examination or circumstance exists that has resulted in other proceeding, action or could reasonably be expected to result in claim initiated by any Benefit Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revokedGovernmental Entity, or being placed under the administration of by any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable laws. There are no actions, suits, claims other Person (other than routine claims for payment of benefits in the ordinary coursebenefits), trialsand, demandsto the knowledge of Peak, investigationsthere exists no state of facts which after notice or lapse of time or both would reasonably be expected to give rise to any such investigation, arbitrations examination or other proceedings which are pending proceeding, action or threatened claim or to affect the registration or qualification of any Peak Plan required to be registered or qualified. (vi) Except as disclosed in respect Section 3.1(r)(vi) of the Disclosure Letter, none of the execution and delivery of this Agreement by Peak or consummation of the Arrangement or compliance by Peak with any of the Benefit Plans provisions hereof will result in any payment (including severance, unemployment compensation, bonuses or their assets which would have a Company Material Adverse Effectotherwise) becoming due to any director or employee of Peak or any of its Subsidiaries or result in any increase or acceleration of contributions, liabilities or benefits, or acceleration of vesting, under any Peak Plan or restriction held in connection with any Peak Plan. (c) None of the Company, any Subsidiary or the Joint Venture has any pension or retirement income plans, and have not made any agreements or promises with respect to same. (d) None of the Company, any Subsidiary or the Joint Venture has any stock option plan or similar arrangement other than the Stock Option Plan. The Company Disclosure Statement sets forth a complete, up-to-date and accurate list of all optionholders under the Stock Option Plan, together with the number of Options granted, the exercise price, vesting provisions and the expiry date thereof.