Quality Arrangements. ‌ The pursuit and achievement of high quality learning, teaching and learner experiences is a key driver for the College, featuring strongly within our vision, purpose and ambitions. Comprehensive systems are in place to review and enhance curriculum quality, planning, outcomes, and target setting. These systems include detailed self-evaluation by academic and support teams and audit, feedback and review arrangements involving the Board of Management, Executive, Learners, Staff, Employers, and Awarding/Certification Bodies. The College is committed fully to the Education Scotland/SFC quality arrangements and has engaged positively in the creation of our first Evaluation Report and Enhancement Plan under the new quality framework arrangements. Work is progressing to meet fully the requirements of reporting in 2018, including the publication of endorsed grades in respect of our Leadership and Quality Culture; Delivery of Learning and Services to Support Learning; and Outcomes and Impacts. Levels of learner retention and success are consistently “sector leading” for the College as a whole, with significant strengths evident across almost all curricular provision. Whilst 2016/17 has seen a small dip in this performance, robust measures are in place to ensure that this high level of successful outcome continues as a long-term trend. As a part of this focus the College is committed fully to the work being undertaken through the Scottish Government FE Retention project. Levels of learner satisfaction and post course success are above sector average, and work will progress through the period of this agreement to further gather and track employer satisfaction in respect of learner skills and attributes.

Quality Arrangements. The pursuit and achievement of high quality learning, teaching and learner experiences is a key driver for the College, featuring strongly within our vision, purpose and ambitions. Comprehensive systems are in place to review and enhance curriculum quality, planning, outcomes, and target setting. These systems include detailed self-evaluation by academic and support teams and audit, feedback and review arrangements involving the Board of Management, Executive, Learners, Staff, Employers, and Awarding/Certification Bodies. The College is highly supportive of, and committed fully to, the new Education Scotland/SFC quality arrangements and has already commenced work to embed arrangements for this new model across the College and develop our first validated self-evaluation report for publication in October 2017. Levels of learner retention and success are consistently “sector leading” for the College as a whole, with significant strengths evident across almost all curricular provision. The College is not complacent with regard to this performance and an on-going focus will be maintained to ensure that this high level of successful outcome continues as a long-term trend and feature of the College. This includes the implementation of clear improvement plans within curriculum or service areas as necessary and transparency of reporting and analysis of feedback and outcomes across the College and at Board level. Levels of learner satisfaction and post course success are above sector average, and work will progress through the period of this agreement to further gather and track employer satisfaction in respect of learner skills and attributes.

Quality Arrangements. ‌ The pursuit and achievement of high quality learning, teaching and learner experiences is a major driver for the College, featuring strongly within our vision, purpose and ambitions. Comprehensive systems are in place to review and enhance curriculum quality, planning, outcomes, and target setting. These systems include detailed self-evaluation by academic and support teams and audit, feedback and review arrangements involving the Board of Management, Executive, Learners, Staff, Employers, and Awarding/Certification Bodies. The College is committed fully to the Education Scotland/SFC quality arrangements and has engaged positively in the creation of our Evaluative Report and Enhancement Plan under the joint Education Scotland/Scottish Funding Council quality framework arrangements. Comprehensive outcome focused action plans have been developed through these arrangements, with these underpinning improvements in learner outcomes and services for our region. The endorsed grades in respect of the three key principles within the quality arrangements for 2017/18 are as follows: Outcomes and Impact Very Good Delivery of Learning and Services to Support Learning Very Good Leadership and Quality Culture Excellent Levels of learner retention and attainment at D&A are consistently amongst the best in the sector, with significant strengths evident across almost all curricular provision. Further improvement in outcomes was evident in 2017/18, with an overall increase of +2.1% on successful outcomes and robust measures are in place to ensure that these high level outcomes remain a long-term trend. As a part of this focus the College is committed fully to the work being undertaken through year 2 of the Scottish Government FE Retention project. Levels of learner satisfaction and post course success are above sector average, and work will progress through the period of this agreement to further gather and track employer satisfaction in respect of learner skills and attributes.

Quality Arrangements. The parties have previously adopted Amended and Restated Supplemental Agreement No. 1 (Quality Agreement), effective as of March 1, 2006 (the “Quality Agreement”). The Quality Agreement shall govern the parties’ quality roles and responsibilities with respect to the Ultrio 2 Assay Product.

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Flexibility Arrangements 9.1 The Employer and an Employee may agree to make an individual flexibility arrangement to vary a term of the Agreement if the arrangement: (a) only varies the effect of (i) Clause 45 Parental Leave and Dad and Partner Pay (ii) Clause 42 Compassionate Leave
Implementation Arrangements Institutional Arrangements
Individual Flexibility Arrangements 38.1 Where the Employer wants to enter into a individual flexibility arrangement (IFA) it must provide a written proposal to the Employee. Where the Employee’s understanding of written English is limited, the Employer must take measures, including translation into an appropriate language, to ensure the Employee understands the proposal. 38.2 The Employer and an Employee covered by this Agreement may agree to make an IFA to vary the effect of terms of the Agreement if: (a) it deals with one or more of the following matters: (i) Time between which ordinary hours are worked; (ii) Salary sacrifice Agreements; (iii) Reduction in ordinary hours; (iv) Increase in annual leave accrual each year; (v) Increase in rate of accrual of Rostered days off; (vi) Increase in wages; (vii) Increase in training leave (Union or otherwise); (b) The IFA meets the genuine needs of the Employer and the Employee covered by this Agreement in relation to one or more of the matters mentioned in paragraph (a) above; and (c) The IFA is genuinely agreed to by the Employer and the Employee. 38.3 The Employer must ensure that the terms of the IFA: (a) are about permitted matters under section 172 of the FW Act; and (b) are not unlawful terms under section 194 of the FW Act; and (c) result in the Employee being better off overall than the Employee would be if no IFA was made. 38.4 The Employer must also ensure that any such IFA is: (a) in writing (including details of the terms that will be varied, how the IFA will vary the effect of the Enterprise Agreement terms, how the Employee will be better off overall in relation to the terms and conditions of his or her employment as a result of the IFA, and the day on which the IFA commences); (b) includes the name of the Employer and Employee; (c) signed by the Employer and the Employee, and if the Employee is under 18, by a parent or guardian of the Employee; and (d) provided to the Employee within 14 days after it is agreed to. 38.5 The Employer or Employee may terminate the IFA by either the Employer or Employee giving written notice of not more than 28 days, or at any time by both parties agreeing in writing. 38.6 Where any of the requirements of ss 202 and 203 of the FW Act are not met, the IFA is of no effect.
Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.
Equity Arrangements On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive’s last date of employment with the Company that have not expired to become exercisable, or in the case of any then effective restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on the Change of Control; and
Individual Flexibility Arrangement 12.1 The Employer and an Employee covered by this Agreement, may agree to make an Individual Flexibility Arrangement to vary the following terms of this Agreement if: (a) the arrangement deals with one or more of the following matters: (i) arrangements about where and when work is performed; (ii) overtime rates; (iii) penalty rates; (iv) allowances; or (v) annual leave loading; (b) the arrangement must meet the genuine needs of the Employer and Employee in relation to one or more of the matters mentioned in subclause 14.1 (a); and (c) the arrangement is genuinely agreed to by the Employer and the Employee. 12.2 The Employer must ensure that the terms of the Individual Flexibility Arrangement: (a) are about permitted matters under section 172 of the Act; (b) are not unlawful terms under section 194 of the Act; (c) result in the Employee being better off overall than the Employee would be if no agreement was made. 12.3 The Employer must ensure that the Individual Flexibility Arrangement: (a) is in writing; (b) includes the name of the Employer and the Employee; (c) is signed by the Employer and the Employee, and if the Employee is under 18 years of age, signed by a parent or guardian of the Employee; (d) Includes details of: (i) the terms of the Agreement that will be varied by the arrangement; (ii) how the arrangement will vary the effect of the terms; (iii) how the Employee will be better off overall in relation to the terms and conditions of their employment as a result of the arrangement; and (e) states the day on which the arrangement commences; 12.4 The Employer must give the Employee a copy of the Individual Flexibility Arrangement within 14 days after it is agreed to. 12.5 The Employer or Employee may terminate the Individual Flexibility Arrangement; (a) by giving no more than 28 days written notice to the other party to the arrangement; or (b) if the Employer and the Employee agree in writing – at any time.
Employee Arrangements Except as set forth on Section 8.2(h) of the UWWH Disclosure Schedules, pursuant to the terms of any collective bargaining agreements in effect as of the date hereof and disclosed on Section 6.15(a) of the UWWH Disclosure Schedules, as contemplated by this Agreement, as set forth in the Employee Matters Agreement or as otherwise required by applicable Law, UWWH shall not, nor shall it permit any of its Subsidiaries to: (i) grant any material increases in the compensation (including bonus and incentive compensation) or fringe benefits of any UWWH Employee except any increases that would not reasonably be expected to become a Liability of the Surviving Corporation or its Subsidiaries; (ii) pay or agree to pay to any UWWH Employee any pension, retirement allowance, severance benefit or other material employee benefit not required by any of the existing UWWH Benefit Plans as in effect on the date hereof, except as would not reasonably be expected to result in a Liability of the Surviving Corporation or its Subsidiaries; (iii) except in the ordinary course of business, enter into any new, or terminate or materially amend any existing collective bargaining agreement or relationship, employment, severance or termination Contract or other arrangement with any UWWH Employee or his or her representative, provided, that any such new collective bargaining agreement or any termination of or material amendment to any such existing collective bargaining agreement in the ordinary course of business shall be subject to review by xpedx senior management reasonably in advance of the conclusion of such negotiations, and xpedx senior management shall have been informed periodically of the status of negotiations with respect thereto; (iv) (A) become obligated under any new pension plan, welfare plan, employee benefit plan (including any equity incentive plan), severance plan, benefit arrangement or similar plan or arrangement sponsored or maintained by UWWH or any of its Subsidiaries that was not in existence on the date hereof, or (B) amend any such plan or arrangement in existence on the date hereof, except in the case of (B) (x) as would not result in a material increase in the annual aggregate cost (based on UWWH’s historical annual aggregate cost) of maintaining such pension plan, welfare plan, employee benefit plan, severance plan, trust, fund, policy or arrangement or (y) as would not reasonably be expected to result in a Liability of the Surviving Corporation or its Subsidiaries; (v) grant any equity-based compensation to any UWWH Employee or director or independent contractor of UWWH or any of its Subsidiaries; (vi) make any offer for the employment or engagement of any UWWH Employee or other individual on a full-time, part-time, or consulting basis providing for an annual compensation in excess of $250,000; (vii) implement any distribution center, facility, warehouse or business unit closing or mass layoff that could implicate WARN; or (viii) make any loan to (x) any director, officer or member of senior management of UWWH or any of its Subsidiaries or (y) except in the ordinary course of business and in compliance with applicable Law, to any other UWWH Employee.
Flexible Working Arrangements In accordance with the Employment Relations Act 2000, an employee affected by family violence may request a short-term (two months or less) variation of their employment arrangements to assist the employee to deal with the effects of family violence.
Working Arrangements (i) The former industry practice whereby all Employees on site working in direct sunlight were relocated to shaded or air- conditioned areas when the temperature reached 32°C, will no longer operate. (ii) At temperatures below 35°C workers are not to be relocated out of direct sunlight unless the work environment creates a serious risk to their health and safety, having regard to the nature of the tasks being undertaken, provided that the task or activity being performed is completed and the penalty provisions as for emergency work under the Award shall apply. (iii) Once the temperature reaches 35°C work will cease, and workers may leave the site, provided that the task or activity being performed is completed and the penalty provisions as for emergency work under the Award shall apply. (iv) During periods of hot weather, work in air conditioned environments shall continue as normal. Workers will walk a reasonable distance through the open to and from amenities and the air-conditioned work space, provided it does not pose a serious threat to their health or safety. Alternatively, where the Employer can artificially ventilate covered spaces onsite and reduce the temperature to below 35°C, work may continue as normal subject to consultation and agreement with affected Employees to comply with the provisions of this clause. (v) By agreement with the OH&S committee and head contractor during periods of inclement weather (heat) the Saturday break roster can be applied to weekday work.
GOVERNANCE ARRANGEMENTS Enforceability of the Agreement

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