Common use of Employee Plans Clause in Contracts

Employee Plans. Section 3.18(a)(i) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the Company has made available to Parent true, correct and complete copies of (i) the current plan documents and current summary plan descriptions; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatment.

Employee Plans. (a) Section 3.18(a)(i3.11(a) of the Company Partnership Disclosure Letter Schedules sets forth a true, correct and complete list, as list of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the Company Partnership Benefit Plan. The Partnership has delivered or made available to Parent true, correct and complete Purchaser copies of each material Partnership Benefit Plan (iincluding all amendments thereto) or, with respect to any such plan that is not in writing, a written description of the current plan documents and current summary plan descriptions; material terms thereof. (iib) the most recent determination or opinion letter, if any, from the IRS for any Employee Each Partnership Benefit Plan that is intended to qualify pursuant to be a qualified plan under Section 401(a) of the Code has either received a favorable determination letter from the Internal Revenue Service or may rely on a favorable opinion letter issued by the Internal Revenue Service and, to the Partnership’s knowledge, nothing has occurred since the date of such determination or opinion letter that would reasonably be expected to adversely affect such qualification. To the Partnership’s knowledge, each Partnership Benefit Plan has been established, operated and administered in all material respects in compliance with its terms and applicable Laws. (c) No Partnership Benefit Plan is, and no employee benefit plan maintained by the Partnership or any of its subsidiaries during the preceding six (6) years has been, subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. During the immediately preceding six (6) years, no Controlled Group Liability has been incurred by the Partnership, its subsidiaries or their respective ERISA Affiliates or their respective predecessors that has not been satisfied in full, and to the Partnership’s knowledge, no condition exists that presents a risk to the Partnership, its subsidiaries, any such ERISA Affiliates or, following the Closing, Purchaser of incurring any such Controlled Group Liability. (d) Neither the Partnership, its subsidiaries nor any of their respective ERISA Affiliates has, at any time during the preceding six (6) years, contributed to, been obligated to contribute to or had any liability (including any contingent liability) with respect to any Multiemployer Plan or a plan that has two or more contributing sponsors, at least two of whom are not under common control, within the meaning of Section 4063 of ERISA. (e) No Partnership Benefit Plan provides health insurance, life insurance or death benefits to Business Employees beyond their retirement or other termination of service, other than as required by Section 4980B of the Code. (f) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event): (i) entitle any Business Employee to any payment or benefit (or result in the funding of any such payment or benefit) under any Partnership Benefit Plan; (ii) increase the amount of any compensation, equity award or other benefits otherwise payable by the Partnership or any of its Affiliates under any Partnership Benefit Plan; (iii) result in the most recent annual report on Form 5500 required to have been filed with acceleration of the IRS for each Employee time of payment, funding or vesting of any compensation, equity award or other benefits under any Partnership Benefit Plan, including all schedules thereto; (iv) result in any related trust agreements, insurance contracts, insurance policies or other Contracts “excess parachute payment” (within the meaning of any funding arrangements; (v) any notices to or from the IRS or any office or representative Section 280G of the United States Department of Labor or any similar Governmental Authority relating Code) becoming due to any material compliance issues in respect of any such Business Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee or independent contractor of the Company Partnership or any of its Subsidiaries whose principal work location is outside Affiliates; or (v) limit or restrict the right of the United States Partnership or any of its Affiliates to merge, amend or terminate any Partnership Benefit Plan. (g) Neither the “International Employee Plans”)Partnership nor any of its Affiliates is a party to, or is otherwise obligated under, any plan, policy, agreement or arrangement that provides for the gross-up or reimbursement of Taxes imposed under Section 409A or 4999 of the Code (or any corresponding provisions of state or local Law relating to the extent applicable, (ATax) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to Business Employees. (h) The Partnership has provided to Purchaser a list which is true and correct in all material respects of each Person who would be a Current Business Employee assuming the Closing had occurred on September 30, 2014, and for each such plan; and Current Business Employee such individual’s (Ci) any document comparable to the determination letter referenced pursuant to clause job title, (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmenthire date, (iii) status as exempt or non-exempt, (iv) base salary or base wage rate, and (v) annual bonus potential.

Employee Plans. Section 3.18(a)(i(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(iiSchedule 3.20(a) of the Company Disclosure Letter separately sets forth each Contract or Employee material Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law)and separately designates each Company Plan. With respect to each Company Plan and each material Employee Plan providing benefits Seller Plan, the Seller has delivered or made available to employees whose principal work location is in the United StatesBuyer or its representatives complete and correct copies, to the extent applicable, the Company has made available to Parent true, correct and complete copies of (i) the current plan Plan documents and current summary plan descriptions; all amendments thereto, including related trust agreements and any related material agreements which are in writing, (ii) the most recent determination or opinion lettersummary plan descriptions and any material modifications thereto, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee PlanInternal Revenue Service determination letter, including all schedules thereto; if any, and (iv) any related trust agreementsthe most recently filed Annual Report (Form 5500 Series and accompanying schedules of each Plan and required financial statements) as filed, insurance contracts, insurance policies or other Contracts of any funding arrangements; and (v) any notices to or from audited financial statements and actuarial reports. (b) In all material respects, each Company Plan conforms to, and its administration is in substantial compliance with, all applicable requirements of law, including, without limitation, ERISA and the IRS or any office or representative Code and all of the United States Department Company Plans are in full force and effect as written, and all premiums, contributions and other payments required to be made by the Company under the terms of Labor any Company Plan have been timely made or accrued. Neither the Buyer nor the Company will have any similar Governmental Authority relating to any material compliance issues Liabilities in respect of any such Employee Seller Plan during or any other employee benefit plan maintained, sponsored or contributed to by the past three years. With respect to each material Employee Seller and its Affiliates from and after the Closing, except as may otherwise be provided in the Transition Services Agreement. (c) Each Company Plan that is intended to be qualified under Section 401(a) of the Code has been determined to be so qualified, and each trust maintained in any non-United States jurisdiction primarily for pursuant thereto has been determined to be exempt from Federal taxation, by the benefit of any employee Internal Revenue Service pursuant to a favorable determination or opinion letter, and to the Knowledge of the Company or the Seller, nothing has occurred since the date of such letter which could adversely impact such qualification and tax exemption or cause the imposition of any material liability, penalty or tax under ERISA or the Code. (d) Except as otherwise set forth on Schedule 3.20(d), no Company Plan is (i) subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (ii) a “multiemployer plan” as defined in Section 3(37) of ERISA, or (iii) a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA, and none of the Company, or any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the Company, or that is, or was at the relevant time, a member of the same “controlled group” as the Company pursuant to Section 4001(a)(14) of ERISA (each such entity, being, an “ERISA Affiliate”) has withdrawn at any time within the preceding six years from any multiemployer plan, or incurred any “withdrawal liability” on account of a complete or partial withdrawal from any multiemployer plan, nor has any of them incurred any liability due to the termination or reorganization of a multiemployer plan, in either case which remains unsatisfied. No circumstances exist which would reasonably be expected to result in a Liability to the Company under Title IV of ERISA (other than the payment of premiums). No event has occurred and no condition exists that would subject the Company by reason of its Subsidiaries whose principal work location is outside affiliation with any current or former ERISA Affiliate to any (i) Tax, penalty, fine, (ii) Lien or (iii) other Liability imposed by ERISA, the Code or other applicable laws. (e) There has been no non-exempt “prohibited transaction” (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Plan or penalty incurred with respect to any Company Plan under Section 502(i) of ERISA. (f) The Company does not have any obligations for retiree welfare benefits other than coverage mandated by applicable law. The Company has complied in all material respects with the requirements of Section 4980B of the Code and Sections 601 et seq. of ERISA relating to continuation coverage for group health plans. (g) There are no pending actions, claims or lawsuits which have been asserted, instituted or, to the Knowledge of the Company or the Seller, threatened, against the Company Plans, the assets of any of the trusts under the Company Plans or the Company Plan sponsor or the Company Plan administrator, or, to the Knowledge of the Company or the Seller, against any fiduciary of the Company Plans with respect to the operation of such Company Plans (other than routine benefit claims). (h) During the two (2) years prior to the Closing, the Company has not effectuated a “plant closing” or “mass layoff” (as defined in the United States Worker Adjustment and Retraining Notification Act, or any similar law) or taken any other action that would trigger notice or liability under any state, local or foreign plant closing notice law. The Company is, and during the three (3) years prior to the Closing, has been, in material compliance with the Worker Adjustment Retraining Notification Act of 1988, as amended and each similar state or local law. (i) To the Knowledge of the Company or the Seller, the execution of, and performance of the transactions contemplated in, this Agreement will not, either alone or upon the occurrence of events occurring subsequent to the date hereof and up to and including the Closing Date, result in (i) except as set forth on Schedule 3.20(i), any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee, (ii) result in a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code, or (iii) result in the payment of any amount that would, individually or in combination with any other such payment, be an “excess parachute payment” within the meaning of Section 280G of the Code. (j) Each Company Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has been administered in all material respects (i) in good faith compliance with Section 409A of the Code for the period beginning October 1, 2004 through December 31, 2008, and (ii) in compliance (including documentary compliance) with Section 409A of the Code since January 1, 2009. (k) No Company Plan covers employees outside the United States. (l) The Terms and Conditions of Employment (the “International Employee Plans▇’▇▇▇▇▇ Employment Agreement”) by and between the Company and ▇▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇ (“▇’▇▇▇▇▇”) dated as of January 17, 2011, remain in full force and effect and no party is in breach of its obligations under the ▇’▇▇▇▇▇ Employment Agreement or has otherwise waived its right to enforce the ▇’▇▇▇▇▇ Employment Agreement against the other party. In the event that ▇’▇▇▇▇▇’▇ employment is terminated by the Company without Cause (as defined in the ▇’▇▇▇▇▇ Employment Agreement) or by ▇’▇▇▇▇▇ for Good Reason (as defined in the ▇’▇▇▇▇▇ Employment Agreement), in each case, immediately following the Closing, the amount payable to ▇’▇▇▇▇▇ pursuant to Section 7(b)(i) of the extent applicable▇’▇▇▇▇▇ Employment Agreement (including the employer portion of any employment Taxes (FICA, (AMedicaid, etc.) a summary incurred on account of such International Employee Planpayments) shall not exceed $235,000 (the “▇’▇▇▇▇▇ Escrow Amount”) and is conditioned upon his execution of a general release of claims releasing all pending or potential claims. Except for the amounts set forth in the previous sentence, (B) the most recent annual report or similar compliance documents required benefits to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to provided by the determination letter referenced Seller pursuant to clause Section 5.9(b) below and any benefits to which ▇’▇▇▇▇▇ is entitled to receive pursuant to a Seller Plan in accordance with its terms, ▇’▇▇▇▇▇ will not be entitled to any additional payments or benefits in the event that his employment is terminated by the Company without Cause (iias defined in the ▇’▇▇▇▇▇ Employment Agreement) above issued or by a Governmental Authority relating to ▇’▇▇▇▇▇ for Good Reason (as defined in the satisfaction of law necessary to obtain ▇’▇▇▇▇▇ Employment Agreement), in each case, immediately following the most favorable Tax treatmentClosing.

Employee Plans. Section 3.18(a)(i(a) of the Company Disclosure Letter sets forth Schedule 4.10(a) contains a true, correct and complete list, as list of the date of this Agreement, of all material each Company Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law)Benefit Plan. With respect to each material Company Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicableBenefit Plan, the Company has made available to Parent truecopies, correct and complete copies to the extent applicable, of (i) the current plan and trust documents and current the most recent summary plan descriptions; description, (ii) the most recent determination or opinion letterannual report (Form 5500 series), if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Planfinancial statements, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies the most recent Internal Revenue Service determination or other Contracts of any funding arrangements; opinion letter and (v) any notices material associated administrative agreements or insurance policies. (b) No Company Employee Benefit Plan is a Multiemployer Plan and no Group Company has withdrawn at any time within the preceding six (6) years from any Multiemployer Plan, or incurred any withdrawal liability which remains unsatisfied, and to the Company’s knowledge, no events have occurred and no circumstances exist that could reasonably be expected to result in any such liability to any Group Company. No Company Employee Benefit Plan is subject to Title IV of ERISA or provides health or other welfare benefits to former employees of any Group Company, other than health continuation coverage mandated by applicable Law, including, without limitation, under COBRA or similar non-U.S. Law. (c) Each Company Employee Benefit Plan has been maintained and administered in compliance in all material respects with the applicable requirements of ERISA, the Code and any other applicable Laws. Each Company Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination from the IRS Internal Revenue Service or any office is the subject of a favorable opinion from the Internal Revenue Service on the form of such Company Employee Benefit Plan and, to the Company’s knowledge, there are no facts or representative of circumstances that would be reasonably likely to adversely affect the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect qualified status of any such Company Employee Plan during Benefit Plan. (d) Except as set forth on Schedule 4.10(d), neither the past three years. With respect to each material Employee Plan that is maintained execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in any non-United States jurisdiction primarily for combination with another event) result in the benefit payment of any employee amount that would, individually or in combination with any other such payment, not be deductible as a result of Section 280G of the Code. (e) All Company or Employee Benefit Plans subject to the Laws of any of its Subsidiaries whose principal work location is jurisdiction outside of the United States (the “International Employee Plans”)i) have been maintained in accordance in all material respects with all applicable requirements, to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating if they are intended to the satisfaction of law necessary to obtain the most favorable qualify for special Tax treatment, meet all requirements for such treatment and (iii) if they are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions. (f) Schedule 4.10(f) sets forth a true and correct list, as of the Original Agreement Date, of all employees of each Group Company, as well as the position, corporate and functional title, status as exempt or non-exempt, identification number, hire date, status as full- or part-time, status as active or on leave (and if on leave, the date leave commenced), geographic location and remuneration (including base salary, base wage, commission schedule, prior year’s incentive award and current year’s incentive opportunity, in each case, as applicable) of each such employee. Within three (3) Business Days before the Closing, the Company shall update Schedule 4.10(f) to reflect any employees whose employment has terminated and any other change in the information on Schedule 4.10(f).

Employee Plans. (a) Section 3.18(a)(i5.11(a) of the Company Disclosure Letter sets forth a true, correct an accurate and complete list, as of the date of this Agreement, list of all material Company Employee Plans, and Section 3.18(a)(iiBenefit Plans (except for Company Employee Benefit Plans that apply solely to Contractors). (b) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Company Employee Benefit Plan providing benefits (except for Company Employee Benefit Plans that apply solely to employees whose principal work location is in the United StatesContractors), to the extent applicable, the Company has made available to Parent truean accurate and complete copy of: (i) each plan document, correct including all amendments thereto, and all related trusts or service agreements, and written summaries of the material terms of all unwritten Company Employee Benefit Plans, (ii) the most recent Annual Report (Form 5500 Series) for each Company Employee Benefit Plan that is subject to such reporting requirements, (iii) the current summary plan description, including any material modifications, or any written summary provided to participants with respect to any plan for which no summary plan description exists, (iv) the most recent determination letter (or if applicable, advisory or opinion letter) from the Internal Revenue Service, if any, and any pending applications for a determination or opinion letter and (v) all material notices or other material written correspondence regarding such Company Employee Benefit Plan between a plan fiduciary, the Company, or any ERISA Affiliate and the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other Governmental Authority. (c) Each Company Employee Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified and has been the subject of a favorable and up-to-date determination, advisory or opinion letter from the Internal Revenue Service on which the Company is entitled to rely, or has pending or has time remaining in which to file an application for such determination, advisory or opinion letter from the Internal Revenue Service, and to the knowledge of the Company, no event has occurred, no condition, facts or circumstances exist that could reasonably be expected to cause the loss of such qualification or the imposition of material liability, penalty or Tax under ERISA, the Code or other applicable Law. All assets of the Company Employee Benefit Plans consist of cash or actively traded securities. (d) Each Company Employee Benefit Plan has been operated, established, maintained and administered in all material respects in accordance with its terms and with all provisions of ERISA, the Code and other applicable Laws. (e) Neither the Company nor the Company Subsidiary has engaged in any non-exempt prohibited transaction, within the meaning of Section 4975 of the Code or Section 406 of ERISA, and, to the knowledge of the Company, no such prohibited transaction has occurred with respect to any Company Employee Benefit Plan. To the knowledge of the Company, no fiduciary, within the meaning of Section 3(21) of ERISA, has any material liability for breach of his or her fiduciary duty with respect to a Company Employee Benefit Plan or otherwise has any material liability in connection with any acts taken (or failed to be taken) with respect to the administration or investment of the assets of any Company Employee Benefit Plan. (f) No Company Employee Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code, or is a “multiemployer plan” within the meaning of Section 3(37) of ERISA, and none of the Company, the Company Subsidiary or any ERISA Affiliate of the Company or the Company Subsidiary has within the past six calendar years sponsored, maintained, contributed to, been required to contribute to, or had any obligations or incurred any liability under any plan that is subject to Title IV of ERISA or Section 412 of the Code, or is a “multiemployer plan” within the meaning of Section 3(37) of ERISA. (g) Except as set forth in Section 5.11(g) of the Company Disclosure Letter, neither the Company nor the Company Subsidiary offers, has any liability or obligation to provide life, health or medical benefits or insurance coverage to any individual, or to the dependent of any individual, for any period extending beyond the termination of the individual’s employment, except to the extent required by the Comprehensive Omnibus Budget Reconciliation Act of 1985 or similar provisions of state Law. (h) Neither the execution and delivery of this Agreement nor the consummation of the Transactions, alone or in combination with any other event (such as a termination of employment) will (i) result in any payment becoming due, or increase the amount of any compensation due, to any employee or former employee of the Company or the Company Subsidiary, (ii) result in any payment becoming due under any Company Employee Benefit Plan, (iii) increase any benefits otherwise payable under any Company Employee Benefit Plan, (iv) result in the acceleration of the time of payment or vesting of any such compensation or benefits, (v) result in the payment of any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment,” as defined in Section 280G(b)(1) of the Code, (vi) result in the triggering or imposition of any restrictions or limitations on the rights of the Company or the Company Subsidiary to amend or terminate any Company Employee Benefit Plan or (vii) entitle the recipient of any payment or benefit to receive a “gross up” payment for any income or other Taxes that might be owed with respect to such payment or benefit. (i) All Company Stock Options have been granted, in all material respects, in accordance with the terms of the applicable Stock Plan and applicable Law. Each Company Stock Option has an exercise price that is no less than the fair market value of the underlying Company Common Stock on the date of grant, as determined in accordance with Section 409A of the Code, and is otherwise exempt from Section 409A. Each Company Stock Option intended to qualify as an incentive stock option under Section 422 of the Code so qualifies. The Company has provided to Parent accurate and complete copies of (i) the current plan documents forms of standard award agreement under the Stock Plans and current summary plan descriptions; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts copies of any funding arrangements; award agreements that materially deviate from such forms. (vj) No Company Employee Benefit Plan is subject to any notices to or from the IRS or any office or representative Laws other than those of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues state, country, or municipality in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that United States, nor is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (or for the “International Employee Plans”)benefit of employees located outside of the United States, and neither the Company nor the Company Subsidiary contributes to the extent applicableor has any obligation to contribute to any scheme, (A) a summary of such International Employee Plan, (B) the most recent annual report plan or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued arrangement mandated by a Governmental Authority relating to government other than the satisfaction of law necessary to obtain the most favorable Tax treatmentUnited States federal government.

Employee Plans. (a) Section 3.18(a)(i4.17(a) of the Company Parent Disclosure Letter sets forth contains a true, correct and complete list, list of each material Parent Benefit Plan as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii. (b) of Parent has provided or made available to the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With with respect to each material Employee Parent Benefit Plan providing benefits to employees whose principal work location is in the United States(i) a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable, the Company has made available to Parent true, correct and complete copies of applicable (i) the current plan documents and current summary plan descriptions; (iiA) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Planactuarial valuation reports, (B) the most recent annual report or similar compliance documents required to be Form 5500 filed with any Governmental Authority with respect to such plan; the U.S. Department of Labor and all schedules thereto and (C) any document comparable all current summary plan descriptions and summaries of material modifications. (c) With respect to each Parent Benefit Plan that is intended to qualify under Section 401(a) of the Code, such plan, and its related trust, has received a determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and, to the determination letter referenced pursuant Knowledge of Parent, nothing has occurred with respect to clause the operation of any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) above issued by accelerate the time of payment or vesting or result in any payment or funding (through a Governmental Authority relating grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the satisfaction Laws of law necessary any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to obtain the most favorable qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) Set forth in Section 3.18(a)(i4.15(a) of the Company Disclosure Letter sets forth Schedule is a true, complete and correct and complete list, as list of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the each Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant Plan. The Companies have made available to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United StatesPurchaser, to the extent applicable, the with respect to each Company has made available to Parent true, correct and complete copies of Plan (i) the current plan documents document and current all amendments thereto (or, in the case of any unwritten Company Plan a written summary plan descriptions; thereof), (ii) the most recently disseminated summary plan description and an explanation of any material plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the Code, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or opinion letterfunded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Other than the other Companies, neither the Seller nor any Company has any ERISA Affiliates. (c) Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if anyapplicable, from and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the IRS appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to qualify pursuant to be qualified under Section 401(a) of the Code; (iii) Code is subject to a favorable IRS determination letter, and there are no facts or circumstances that have affected or are likely to affect the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee qualified status of such Company Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee None of the Company Plans are, and no Company has any Liability (including current or any potential withdrawal Liability) with respect to, a multiemployer plan (within the meaning of its Subsidiaries whose principal work location is outside Section 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, none of the United States Company Plans provide for or promise retiree medical, disability, or life insurance benefits. No Company Plan is (the “International Employee Plans”), to the extent applicable, (Ai) a summary defined benefit plan or subject to Section 412 of such International Employee Planthe Code or Title IV of ERISA or (ii) a self-insured group health plan. (g) Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been no “prohibited transaction” (Bas defined in ERISA § 406 or Code § 4975) and no “reportable event” (within the most recent annual report or similar compliance documents required to be filed with any Governmental Authority meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any Company Plan (other than routine claims for benefits) is pending, threatened, or anticipated. To the Knowledge of the Company, there is no basis for any such planAction or Proceeding. (h) Except as specified on Section 4.15(h) of the Company Disclosure Schedule, (i) no Company is, nor will be, obligated to pay separation, severance, termination or similar benefits as a result of any transaction contemplated by this Agreement, nor will any such transaction accelerate the time of payment or vesting, or increase the amount, of any benefit or other compensation due to any individual from the Company; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable by any Company being classified as an excess parachute payment under Section 280G of the Code. (i) Each Company Plan that constitutes a Governmental Authority relating nonqualified deferred compensation plan subject to Section 409A of the satisfaction Code (each, a “Section 409A”) is and has been operated in compliance with the provisions of law necessary to obtain Section 409A of the most favorable Tax treatmentCode and Treasury Regulations promulgated thereunder.

Employee Plans. Section 3.18(a)(i(a) None of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance Parent Plans is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the Company has made available to Parent true, correct and complete copies of (i) the current a defined benefit plan documents and current summary plan descriptions; (as defined in Section 3(35) of ERISA), whether or not subject to ERISA, (ii) a Multiemployer Plan or (iii) a multiple employer plan subject to Sections 4063 or 4064 of ERISA. (b) Each Parent Plan has been operated and administered in all material respects in accordance with its terms and the most recent determination or opinion letterrequirements of all applicable Laws, if any, from including ERISA and the IRS for any Employee Code. Each Parent Plan that is intended to qualify pursuant to be qualified under Section 401(a) of the Code; Code has received a favorable determination letter from the IRS or is entitled to rely on a favorable opinion issued by the IRS, and, to the Knowledge of Parent, no fact or event has occurred since the date of such determination letter which could reasonably be expected to result in the revocation of such letter. There are no investigations by any Governmental Authority, termination proceedings or other claims or litigation, pending or to the Knowledge of Parent, threatened, against or relating to any Parent Plan or asserting any rights to or claims for benefits under any Parent Plan, the assets or any of the trusts under such Parent Plan or the plan administrator, or against any fiduciary of any Parent Plan with respect to the operation of the Parent Plan (iiiexcept routine claims for benefits payable under the Parent Plans) other than any such investigations, proceedings or claims that would not reasonably be expected to be, individually or in the most recent annual report on Form 5500 aggregate, material to Parent and its Subsidiaries, taken as a whole. All contributions, premiums and benefit payments under or in connection with the Parent Plans that are required to have been filed made as the date of this Agreement in accordance with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative terms of the United States Department of Labor Parent Plans or any similar Governmental Authority relating applicable Law have been timely made in all material respects. Except as would not reasonably be expected to any material compliance issues have, individually or in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company aggregate, a Parent Material Adverse Effect, there has been no act, omission or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority condition with respect to such plan; and any Parent Plan that would be reasonably likely to subject Parent or its Subsidiaries to any fine, penalty, Tax or liability of any kind imposed under ERISA, the Code or applicable Law (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentexcept for routine claims for benefits).

Employee Plans. (a) Section 3.18(a)(i3.11(a) of the Company Disclosure Letter Schedules sets forth a true, correct true and complete list, as of the date of this Agreement, list of all material Employee PlansBenefit Plans (including, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth for each Contract or such Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable LawBenefit Plan, its jurisdiction). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicableBenefit Plan, the Company has made available to Parent true, correct Group Companies have provided HighCape with true and complete copies of the material documents pursuant to which the plan is maintained, funded and administered. (b) Each Employee Benefit Plan has been established, funded, operated and administered in all material respects in accordance with its terms and in material compliance with all applicable Laws, including ERISA and the Code. No Employee Benefit Plan is subject to Title IV of ERISA. No Group Company maintains, sponsors, contributes to, or has or may have any Liability, and has not within the preceding six years (6) maintained, sponsored, or contributed to or had any liability with respect to or under: (i) the current plan documents and current summary plan descriptionsa Multiemployer Plan; (ii) the most recent determination a “defined benefit plan” (as defined in Section 3(35) of ERISA, whether or opinion letter, if any, from the IRS for any Employee Plan not subject to ERISA) or a plan that is intended or was subject to qualify pursuant to Section 401(a) Title IV of ERISA or Sections 412 or 430 of the Code; (iii) a “multiple employer plan” within the most recent annual report on Form 5500 required to have been filed with meaning of Section of 413(c) of the IRS for each Employee Plan, including all schedules theretoCode or Section 210 of ERISA; or (iv) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. No Group Company has any related trust agreements, material Liabilities to provide any retiree or post-termination health or life insurance contracts, insurance policies or other Contracts welfare-type benefits to any Person other than health continuation coverage pursuant to COBRA or similar Law and for which the recipient pays the full cost of coverage. No Group Company has any funding arrangements; material Liabilities by reason of at any time being considered a single employer under Section 414 of the Code with any other Person. (vc) Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has timely received a favorable determination or opinion or advisory letter from the Internal Revenue Service. None of the Group Companies has incurred (whether or not assessed) any notices to material penalty or from the IRS Tax under Section 4980H, 4980B, 4980D, 6721 or any office or representative 6722 of the United States Department of Labor Code. (d) There are no pending or, to the Company’s knowledge, threatened in writing, claims or any similar Governmental Authority relating Proceedings with respect to any Employee Benefit Plan (other than routine claims for benefits). No Employee Benefit Plan is, or has been, the subject of an inquiry, examination, or audit by a Governmental Entity or has engaged in self-correction or a similar program in the last three (3) years. There have been no non-exempt “prohibited transactions” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA and no breaches of fiduciary duty (as determined under ERISA) with respect to any Employee Benefit Plan, except as is not and would not reasonably be expected to be, individually or in the aggregate, material compliance issues in respect of any such Employee Plan during to the past three yearsGroup Companies, taken as a whole. With respect to each Employee Benefit Plan, all contributions, distributions, reimbursements and premium payments that are due have been timely made, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole. (e) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not materially (alone or in combination with any other event) (i) result in any payment or benefit becoming due to or result in the forgiveness of any indebtedness of any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies, (ii) increase the amount or value of any compensation or benefits payable to any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies or (iii) result in the acceleration of the time of payment or vesting, or trigger any payment or funding of any compensation or benefits to any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies. (f) No amount that could be received (whether in cash or property or the vesting of property) by any Person who could be a “disqualified individual” (as defined in Section 280G of the Code) of any of the Group Companies under any Employee Benefit Plan or otherwise as a result of the consummation of the transactions contemplated by this Agreement could, separately or in the aggregate, be nondeductible under Section 280G of the Code or subjected to an excise tax under Section 4999 of the Code. (g) The Group Companies have no obligation to make a “gross-up” or similar payment in respect of any taxes that may become payable under Section 4999 or 409A of the Code. (h) Each Foreign Benefit Plan that is required to be registered or intended to be tax exempt has been registered (and, where applicable, accepted for registration) and is tax exempt and has been maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”)good standing, to the extent applicable, with each Governmental Entity. No Foreign Benefit Plan is a “defined benefit plan” (Aas defined in ERISA, whether or not subject to ERISA) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents has any material unfunded or underfunded Liabilities. All material contributions required to be filed with any Governmental Authority have been made by or on behalf of the Group Companies with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued plans or arrangements maintained or sponsored by a Governmental Authority relating to Entity (including severance, termination indemnities or other similar benefits maintained for employees outside of the satisfaction of law necessary to obtain the most favorable Tax treatmentU.S.) have been timely made or fully accrued.

Employee Plans. (a) Section 3.18(a)(i3.17(a) of the Company Disclosure Letter sets forth a truecomplete and accurate list of each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), correct whether or not subject to ERISA, and complete list(ii) employment, as bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, vacation, deferred compensation, consulting, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing and whether or not covering a single individual or group of individuals) sponsored, maintained, contributed to or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of the date Company, any of this Agreementits Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (a “Company ERISA Affiliate”), or any of all their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries currently has or could have any material liability (including contingent liability), other than governmentally administered plans and plans mandated by applicable Law (together the “Company Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law”). With respect to each material Company Employee Plan providing benefits to employees whose principal work location other than a Company Employee Plan that is maintained in any non-U.S. jurisdiction (together, the United States“Company International Employee Plans”), to the extent applicable, applicable the Company has made available Made Available to Parent true, correct complete and complete accurate copies of of: (iA) the current plan documents and current summary plan descriptionsthree (3) most recently filed annual reports on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (iiB) the most recent determination or opinion letter, if any, from the IRS for any Company Employee Plan that is intended to qualify pursuant to under Section 401(a) of the Code; (iiiC) the most recent annual report on Form 5500 required to have been filed with current plan documents and summary plan descriptions, or a written description of the IRS for each terms of any Company Employee Plan, including all schedules theretoPlan that is not in writing; (ivD) any related trust agreements, insurance contracts, insurance policies or other Contracts documents of any funding arrangements; and (vE) any notices or other communications to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority DOL relating to any material compliance issues in respect of any such Company Employee Plan during the past three yearsPlan. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”)Plan, to the extent applicable, the Company has Made Available to Parent complete and accurate copies of (A) a summary of such International Employee Plan, (Bx) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; plan and (Cy) any document comparable to the determination letter referenced pursuant to under clause (iiB) above issued by a Governmental Authority relating to the satisfaction of law Law necessary to obtain the most favorable Tax tax treatment. (b) No Company Employee Plan is (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (ii) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA) or (iii) subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA, and neither the Company nor any Subsidiary has ever incurred any liability with respect to a multiemployer plan, multiple employer plan or other employee benefit plan subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA. (c) Except as would not reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole, each Company Employee Plan has been established, maintained, operated and administered in compliance with its terms and with all applicable Law, including the applicable provisions of ERISA and the Code. (d) (i) Each Company Employee Plan that is subject to Section 409A of the Code has been operated and administered in material compliance with Section 409A of the Code and all applicable IRS guidance promulgated thereunder so as to avoid any Tax, interest or penalty thereunder; (ii) the document or documents that evidence each such plan or arrangement have conformed to the provisions of Section 409A of the Code and the final regulations under Section 409A of the Code since December 31, 2008; and (iii) any Company Employee Plan in existence prior to January 1, 2005, and not subject to Section 409A of the Code has not been “materially modified” (within the meaning of IRS Notice 2005 1) at any time after October 3, 2004. No Person is entitled to receive any additional payment (including any Tax gross-up payment) from the Company or any of its Subsidiaries as a result of the imposition of additional Taxes under Section 409A of the Code. (e) As of the date hereof, there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Company Employee Plan, the assets of any trust under any Company Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Company Employee Plan with respect to the administration or operation of such plans, other than routine claims for benefits. (f) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Company Employee Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Company Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation. (g) No Company Employee Plan provides health, medical or other welfare benefits to former employees of the Company or its Company ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar Law. (h) Each Company Employee Plan that is intended to be “qualified” under Section 401 of the Code has received a favorable determination letter or prototype opinion letter from the IRS as to its qualifications and, to the Knowledge of the Company, no fact or event has occurred since the date of such determination letter or prototype opinion letter that would reasonably be expected to adversely affect the qualified status of any such Company Employee Plan. (i) Each Company International Employee Plan (A) that is intended to qualify for special tax treatment has, to the Knowledge of the Company, met all requirements for such tax treatment, (B) does not have material unfunded liabilities or liabilities that could reasonably be imposed upon the assets of the Company or any Subsidiary by reason of such Company International Employee Plan, (C) is in material compliance with all applicable Laws, and (D) if intended or required to be qualified, approved or registered with a Governmental Authority, is and has been to the Knowledge of the Company so qualified, approved or registered and nothing has occurred that could reasonably be expected to result in the loss of such qualification, approval or registration, as applicable. (j) Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in connection with any other event (A) result in any severance or payment or benefit becoming due or payable, or required to be provided, to any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, (B) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such current or former director, officer, employee or independent contractor, or (C) result in the acceleration of the time of payment, vesting or funding (through a grantor trust or otherwise) of any such benefit or compensation, or (D) limit or restrict the right of the Company or any Subsidiary of the Company to merge, amend or terminate any Company Employee Plan. (k) Except as would not reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole, all contributions, premiums and other payments required to be made with respect to any Company Employee Plan have been timely made, accrued or reserved for. (l) Except as required by applicable Law or the terms of any Company Employee Plans as in effect on the date hereof, neither the Company nor any of its Subsidiaries has any plan or commitment to amend in any material respect or establish any new Company Employee Plan or to continue or materially increase any benefits under any Company Employee Plan. (m) No amount paid or payable by the Company or any Subsidiary of the Company in connection with the Merger or any of the transactions contemplated hereby (either alone or in combination with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. No Person is entitled to receive any additional payment (including any Tax gross-up payment) from the Company or any of its Subsidiaries as a result of the imposition of additional Taxes under Section 4999 of the Code.

Employee Plans. Section 3.18(a)(i(a) of the Company Disclosure Letter sets Schedule 3.10(a) set forth a true, correct and complete listlist of all Employee Benefit Plans. (b) No Employee Benefit Plan is a, as and none of the date Group Companies nor any ERISA Affiliate, now or in the past five (5) years sponsored, maintained, contributed to, been required to contribute to, or has or has had in the past five (5) years any Liability with respect to any Multiemployer Plan, a plan that is subject to Title IV or Section 302 of this AgreementERISA or Sections 412, 430 or 4871 of the Code, a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA, or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). No material Liability under Title IV of ERISA has been or, to the knowledge of the Company, is reasonably expected to be incurred by any Group Company. (c) Except as set forth on Schedule 3.10(c), each Employee Benefit Plan has been established, maintained, administered and funded in accordance with its terms and in compliance in all material respects with the applicable requirements of ERISA, the Code and any other applicable laws. Each Employee Plans, and Benefit Plan that is intended to be qualified under Section 3.18(a)(ii401(a) of the Code has received a favorable determination letter from the Internal Revenue Service that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, or is the subject of a favorable opinion letter from the Internal Revenue Service on the form of such Employee Benefit Plan and, there are no facts or circumstances that would be reasonably likely to adversely affect the qualified status of any such Employee Benefit Plan or the exempt status of the trust or cause the imposition of any material Liability, penalty or Tax under ERISA or the Code. All contributions and premium payments due or payable with respect to any Employee Benefit Plan or required to have been made by any Group Company Disclosure Letter separately sets forth each Contract with respect to any plan to which contributions are mandated by a Governmental Entity have been timely made in all material respects. (d) No Group Company has engaged in any prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code) with respect to any Employee Benefit Plan providing for severance payments that would be reasonably likely to subject any Group Company to any material Tax or penalty (civil or otherwise) imposed by ERISA or the Code. No Employee Benefit Plan provides health, life insurance or other welfare benefits to former employees of any Group Company other than those health continuation coverage pursuant to which severance is required by applicable Law). COBRA. (e) With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicableBenefit Plan, the Company has made available to Parent Purchaser true, correct and complete copies copies, to the extent applicable, of (i) the each writing constituting a part of such plan and all amendments thereto, including, without limitation, all current plan documents and current summary plan descriptions; trust documents, trust agreements, and insurance contracts and other funding vehicles, (ii) the most recent determination or opinion lettersummary plan description provided to participants and any material modifications thereto, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on (Form 5500 required to have been filed with the IRS for each Employee Planseries) and accompanying schedules, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report financial statements and actuarial reports, (v) the most recent Internal Revenue Service determination or similar opinion letter and (vi) the most recent written results of all required compliance documents required to be filed testing. (f) Except as set forth on Schedule 3.10(f), neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated hereby, either alone or in conjunction with any Governmental Authority other event, will (i) result in any payment becoming due, to any current or former employee of the Group Companies, (ii) increase any compensation or benefits otherwise payable to any current or former employee, or (iii) entitle any employee of the Group Companies to payment, or accelerate the time of payment, funding, or vesting, or increase the amount of benefits due to any current or former employee of the Group Companies. (g) No Group Company has any obligation to “gross-up,” provide any payment or otherwise indemnify any individual for the imposition of the excise tax under Section 4999 of the Code or under Section 409A of the Code. (h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with another event) result in the payment of any amount that would, individually or in combination with any other such payment, be an “excess parachute payment” within the meaning of Section 280G of the Code. (i) There are no pending or, to the knowledge of the Company, threatened actions, claims or lawsuits against or relating to the Employee Benefit Plans, the assets of any of the trusts under such plans or the plan sponsor of the Employee Benefit Plans with respect to the operation of such plan; and plans (C) other than routine benefits claims). To the knowledge of the Company, there are no pending or threatened actions, claims or lawsuits against the plan administrator, or against any document comparable fiduciary of the Employee Benefit Plans with respect to the determination letter referenced pursuant to clause operation of such plans (iiother than routine benefits claims). No Employee Benefit Plan is presently under audit or examination (nor has written notice been received of a potential audit or examination) above issued by a any Governmental Authority relating Entity. (j) Each Employee Benefit Plan that is subject to the satisfaction Affordable Care Act has been established, maintained and administered in material compliance with the requirements of law necessary the Affordable Care Act, including all notice and coverage requirements, and the Group Companies and each ERISA Affiliate offer minimum essential health coverage, satisfying the affordability and minimum value requirements, to obtain their full time employees (as defined by the most favorable Affordable Care Act) sufficient to prevent Liability for assessable payments under Section 4980H of the Code. (k) No Employee Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) that is subject to ERISA is a self-insured arrangement by any of the Group Companies or funded through a trust. None of the Group Companies has incurred (whether or not assessed), or is reasonably expected to incur or to be subject to any Tax treatmentor other penalty with respect to the reporting requirements under Sections 6055 or 6056 of the Code, as applicable, or under Sections 4980B or 4980D of the Code. (l) No Employee Benefit Plan covers any employees, officers, directors or other individual service providers of any of the Group Companies residing or working outside of the United States.

Employee Plans. (a) Other than as disclosed in the Parent SEC Reports, or as set forth on Section 3.18(a)(i3.9(a) of the Parent Disclosure Letter, there are no Employee Benefit Plans established, maintained or contributed to by the Parent. (b) With respect to each Employee Benefit Plan, the Parent has made available to the Company Disclosure Letter sets forth a true, correct and complete listcopy of: (i) each writing constituting a part of such Employee Benefit Plan (or to the extent no copy exists, a materially accurate description); (ii) for the three most recent plan years, Annual Report (Form 5500 Series), if any; (iii) the current summary plan description and any material modifications thereto, if required to be furnished under ERISA; and (iii) the most recent determination letter from the Internal Revenue Service, if any. (c) Each Employee Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code is either (i) entitled to reliance with respect to an opinion letter issued to a prototype plan, pursuant to Revenue Procedure 2005-16, or (ii) is the recipient of a favorable determination letter from the Internal Revenue Service that has not been revoked, and to the knowledge of the Parent, no event has occurred and no condition exists that could reasonably be expected to result in the revocation of any such determination letter. (d) Except as is not reasonably likely, individually or in the aggregate, to have a Parent Material Adverse Effect, (i) all contributions required to be made to any Employee Benefit Plan (or to any person pursuant to the terms thereof) have been made or the amount of such payment or contribution obligation has been reflected in the Parent SEC Reports filed with the SEC prior to the date of this Agreement, (ii) a proper accrual has been made on the books of account of the Parent and any of the Parent Subsidiaries for all contributions, premium payments and other payments due in the current fiscal year and not paid on or before the Effective Date, and (iii) no contribution, premium payment or other payment has been made in support of any Employee Benefit Plan that is in excess of the allowable deduction for federal income tax purposes for the year with respect to which the contribution was made (whether under Section 162, Section 280G, Section 404, Section 419, Section 419A of the Code or otherwise). (e) Except as is not reasonably likely, individually or in the aggregate, to have a Parent Material Adverse Effect, with respect to each Employee Benefit Plan, the Parent and the Parent Subsidiaries have complied, and are now in compliance, with all provisions of ERISA, the Code and all Laws applicable to such Employee Benefit Plans in all material respects. Each Employee PlansBenefit Plan has been established and administered in accordance with its terms in all material respects. All reports and filings with governmental entities (including the Department of Labor, the Internal Revenue Service and the SEC) required in connection with each Employee Benefit Plan have been timely made. All disclosures and notices required by Law or Employee Benefit Plan provisions to be given to participants and beneficiaries in connection with each Employee Benefit Plan have been properly and timely made. All Employee Benefit Plans intended to be tax qualified under Section 3.18(a)(ii401(a) or Section 403(a) of the Company Disclosure Letter separately sets forth each Contract or Code are so qualified. All trusts established in connection with Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the Company has made available to Parent true, correct and complete copies of (i) the current plan documents and current summary plan descriptions; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is Benefit Plans intended to qualify pursuant be tax exempt under Section 501(a) or (c) of the Code are so tax exempt. (f) No Employee Benefit Plan is subject to Title IV of ERISA (including, without limitation, any multiemployer plan within the meaning of Section 401(a4001(a)(3) of ERISA) and no liability under Title IV of ERISA has been or is expected to be incurred by the Parent, any of the Parent Subsidiaries or any other entities that are, along with the Parent or any of the Parent Subsidiaries, treated as a single employer under Sections 414(b), (c) or (m) of the Code; . (g) Other than as set forth on Section 3.9(g) of the Parent Disclosure Letter, no Employee Benefit Plan is subject to Section 409A of the Code. (h) Neither the Parent nor any of the Parent Subsidiaries sponsor any of the following: (i) a plan that is or is intended to be an employee stock ownership plan as defined in Section 4975(c)(7) of the Code, (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plana nonqualified deferred compensation arrangement, including all schedules thereto; (iv) any related trust agreementsa multiemployer plan as defined in Section 3(37) of ERISA or Section 414(f) of the Code, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) a multiple employer plan maintained by more than one employer as defined in Section 413(c) of the Code, (vi) a plan that owns any notices to employer securities as an investment, (vii) a plan that provides benefits (or from provides increased benefits or vesting) as a result of a change in control of the IRS Parent or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan Parent Subsidiaries, (viii) a plan that is maintained pursuant to collective bargaining, or (ix) a plan that is funded, in whole or in part, through a voluntary employees’ beneficiary association exempt from tax under Section 501(c)(9) of the Code. (i) Neither the Parent nor any non-United States jurisdiction primarily of the Parent Subsidiaries have any material liability for life, health or medical benefits to former employees or beneficiaries or dependents thereof, except for health continuation coverage as required by Section 4980B of the benefit Code or Part 6 of Title I of ERISA. (j) Except as set forth on Section 3.9(j) of the Parent Disclosure Letter, the consummation of the transactions contemplated by this Agreement will not, either alone or in connection with termination of employment, (i) entitle any current or former employee or officer of the Parent or the Parent Subsidiaries to severance pay or any other material payment, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer or (iii) give rise to the payment of any employee amount that would not be deductible under Section 280G of the Company Code. (k) To the knowledge of the Parent, there is no suit, action or legal, administrative, arbitration or other proceeding or governmental investigation or Order pending with regard to any Employee Benefit Plan other than routine uncontested claims for benefits. To the knowledge of the Parent, no Employee Benefit Plan is currently under examination or audit by the Department of Labor, the Internal Revenue Service or the Pension Benefit Guaranty Corporation. To the knowledge of the Parent, neither the Parent nor any of the Parent Subsidiaries have any liability (either directly or as a result of indemnification) for (and the transactions contemplated by this Agreement will not cause any liability for): (i) any excise taxes under Section 4971 through Section 4980B, Section 4999, Section 5000 or any of its Subsidiaries whose principal work location is outside other Section of the United States Code, (the “International Employee Plans”ii) any penalty under Section 502(i), Section 502(l), Part 6 of Title I or any other provision of ERISA, or (iii) any excise taxes, penalties, damages or equitable relief as a result of any prohibited transaction, breach of fiduciary duty or other violation under ERISA or any other applicable Law. All accruals required under FAS 106 and FAS 112 have been properly accrued on the most recently issued quarterly financial statements. No condition, agreement or Employee Benefit Plan provision limits the right of any Parent to amend, cut back or terminate any Employee Benefit Plan (except to the extent applicablesuch limitation arises under ERISA). Neither the Parent nor any of the Parent Subsidiaries have any liability for life insurance, death or medical benefits after separation from employment other than (Ai) a summary of such International death benefits under the Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; Benefit Plans and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating health care continuation benefits described in Section 4980B of the Code. (l) As of January 1, 2007, the Parent does not have any outstanding loans to any current or former employees of the satisfaction of law necessary to obtain the most favorable Tax treatmentParent.

Employee Plans. (a) Section 3.18(a)(i3.17(a) of the Company Disclosure Letter sets forth contains a true, correct and complete list, list of each material Company Benefit Plan as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii. (b) of the The Company Disclosure Letter separately sets forth each Contract has provided or Employee Plan providing for severance payments (other than those pursuant made available to which severance is required by applicable Law). With Parent with respect to each material Employee Company Benefit Plan providing benefits to employees whose principal work location is in the United States(i) a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable, the Company has made available to Parent true, correct and complete copies of applicable (i) the current plan documents and current summary plan descriptions; (iiA) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Planactuarial valuation reports, (B) the most recent annual report or similar compliance documents required to be Form 5500 filed with any Governmental Authority with respect to such plan; the U.S. Department of Labor and all schedules thereto and (C) any document comparable all current summary plan descriptions and summaries of material modifications. (c) With respect to each Company Benefit Plan that is intended to qualify under Section 401(a) of the Code, such plan, and its related trust, has received a determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and, to the determination letter referenced pursuant Knowledge of the Company, nothing has occurred with respect to clause the operation of any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject the Company or any of the Company Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Company Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by the Company or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (e) With respect to any “multiemployer plan” as defined in Section 3(37) of ERISA (a “Multiemployer Plan”), neither the Company nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (f) There are no pending or, to the Knowledge of the Company, threatened material actions, claims or lawsuits against or relating to any Company Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (g) Each Company Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Company Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on the Company’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (h) None of the Company Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of the Company and the Company Subsidiaries, (ii) above issued by accelerate the time of payment or vesting or result in any payment or funding (through a Governmental Authority relating grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Company Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Company Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Company Benefit Plans subject to the satisfaction Laws of law necessary any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to obtain the most favorable qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) Schedule 3.10(a) lists all material Employee Benefit Plans. (b) Neither the Company nor any of its ERISA Affiliates maintains or contributes to, or has any liability in respect of (and has not had or maintained or contributed to or had liability in respect of, in the past six (6) years) any plan subject to Title IV of ERISA, including any “multiemployer plan” (as defined in Section 3.18(a)(i4001(a)(3) of ERISA) or the minimum funding standards of Section 302 of ERISA or Section 412 of the Code. Except as set forth on Schedule 3.10(b), neither the Company nor any of its ERISA Affiliates has any material liability under an Employee Benefit Plan in respect of, or obligation to provide, post-employment medical, life or health benefits to employees or former employees of the Company other than health continuation coverage pursuant to COBRA. (c) Except as set forth on Schedule 3.10(c): (i) each Employee Benefit Plan that is sponsored or maintained by the Company has been maintained and administered in material compliance with the applicable requirements of ERISA, the Code and any other applicable Laws; and (ii) the Company has made all contributions and premiums required by Law to be made by it for each applicable Employee Benefit Plan. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Company Disclosure Letter sets forth Code has received a truefavorable determination letter from the Internal Revenue Service or is the subject of a favorable opinion letter from the Internal Revenue Service on the form of such Employee Benefit Plan and, correct and complete listto the knowledge of the Company, as of nothing has occurred since the date of this Agreement, such determination letter that would reasonably be expected to adversely affect the qualified status of all material such Employee Plans, and Benefit Plan. The Company has no obligation to pay a Tax gross-up or otherwise reimburse or compensate any Person for any Tax-related payments under Section 3.18(a)(ii) 409A or Section 4999 of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those Code, whether pursuant to which severance is required by applicable Law). an Employee Benefit Plan or otherwise. (d) With respect to each Employee Benefit Plan sponsored or maintained by the Company, there are no material Employee Plan providing benefits to employees whose principal work location is in the United Statesclaims, audits, investigations or litigation by any Governmental Entity pending, or, to the extent applicableknowledge of the Company, threatened, with respect to such Employee Benefit Plan, other than ordinary course claims for benefits and any appeals thereof. (e) With respect to each Employee Benefit Plan, the Company has made available to Parent truePurchaser copies, correct and complete copies to the extent applicable, of (i) the current plan and trust documents and current the most recent summary plan descriptions; description and any amendments or summary of material modifications thereto, (ii) the most recent determination or opinion letterannual report (Form 5500 series), if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Planfinancial statements, including all schedules thereto; and (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report Internal Revenue Service determination or similar compliance documents required to be filed opinion letter. (f) Except as set forth on Schedule 3.10(f), neither the execution of this Agreement, approval of the Transaction, or the consummation of the Transaction, whether alone or in combination with any Governmental Authority with respect other event, could (i) give rise to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause liability under any Employee Benefit Plan, (ii) above issued by a Governmental Authority relating accelerate the time of payment or vesting or materially increase the amount of compensation or benefits due to any employee, officer, director, stockholder or other service provider of the satisfaction Company (whether current, former or retired) or their beneficiaries, or (iii) result in an “excess parachute payment” (within the meaning of law necessary Section 280G of the Code) to obtain the most favorable Tax treatmentany Person.

Employee Plans. Section 3.18(a)(i(a) of the Company Disclosure Letter sets forth Schedule 3.11 contains a true, correct true and complete list, as list of the date of this Agreement, of all each material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law)Benefit Plan. With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicableBenefit Plan, the Company has provided or made available to Parent true, correct Buyer true and complete copies of of: (i) the current plan documents such Employee Benefit Plan, and current summary plan descriptions; (ii) to the extent applicable to such Employee Benefit Plan: all administrative agreements, insurance contracts or other funding arrangements; the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form Forms 5500 required to have been filed with the IRS for each Employee Plan, including and all schedules thereto; (iv) the most recent IRS determination or opinion letter; all current employee handbooks or manuals; all current summary plan descriptions and any related trust agreements, insurance contracts, insurance policies or other Contracts summaries of material modifications; all amendments and modifications to any funding arrangementssuch document currently in effect; (v) any notices the most recent plan year’s nondiscrimination testing; and all material correspondence to or from a Governmental Entity since April 13, 2018. (b) Except as disclosed in the IRS or any office or representative of Schedule 3.11(b): (i) Each Employee Benefit Plan has been operated and administered in compliance in all material respects with its terms and with all applicable Legal Requirements, including ERISA and the United States Department of Labor or any similar Governmental Authority relating Code and the Affordable Care Act; and all contributions and premiums required to have been paid by the Group Companies to any material compliance issues in respect Employee Benefit Plan under the terms of any such Employee Benefit Plan during or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable Legal Requirements have been paid within the past three yearstime prescribed by any such Employee Benefit Plan, arrangement or applicable Legal Requirements. With There is no action, claim, complaint, investigation, petition, suit, or other proceeding in law or in equity pending or, to the Company’s Knowledge, threatened against, or arising out of, any Employee Benefit Plan or the assets of any Employee Benefit Plan (other than routine claims for benefits). (ii) Each Employee Benefit Plan intended to be qualified under Code Section 401(a), and the trust (if any) forming a part thereof, has received a favorable determination letter, where applicable, from the Internal Revenue Service as to its qualification under the Code or is the subject of a favorable Internal Revenue Service opinion letter issued to a prototype or volume submitter plan sponsor; and, to the Company’s Knowledge, nothing has occurred since the date of such determination or opinion letter that could reasonably be expected to adversely affect such qualification or tax-exempt status. (iii) No Employee Benefit Plan is (1) a “multiple employer plan” for purposes of Section 4063, Section 4064 or Section 4066 of ERISA or Code Section 413, (2) a Multiemployer Plan, (3) subject to Code Section 412 or Section 302 or Title IV of ERISA, or (4) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. None of the Group Companies has incurred any Liability (including as a result of any indemnification obligation or as a result of being treated as an ERISA Affiliate with any other Person) under Title I or Title IV of ERISA for which any of the Group Companies could be liable. (iv) No current or former employee, officer, director or independent contractor of any of the Group Companies is or will become entitled (or any dependent thereof) to death or post-employment death, insurance or medical benefits by reason of service to any of the Group Companies, other than coverage mandated by COBRA. None of the Group Companies have incurred (whether or not assessed) or is subject to any material payment, Tax, penalty or other liability under the Affordable Care Act, including under Code Sections 4980D and 4980H or with respect to each the reporting requirements under Code Section 6055 and Code Section 6056. (v) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event or events, (1) entitle any employee, officer, director or individual independent contractor of the Group Companies to severance pay or any other payments or benefits under any Employee Benefit Plan; (2) accelerate the time of payment or vesting, increase the amount of compensation, or otherwise enhance any Employee Benefit Plan benefit due any such individual; (3) directly or indirectly require any contributions or payments to fund any obligations under any Employee Benefit Plan; (4) otherwise give rise to any material liability of any of the Group Companies under any Employee Benefit Plan; or (5) limit or restrict the right of any of the Group Companies to terminate or amend any Employee Benefit Plan on or following the Closing. (vi) Each Employee Benefit Plan that is maintained a “nonqualified deferred compensation plan” (within the meaning of Treasury Regulation Section 1.409A-1) has been and is in compliance, in all material respects, both in form and operation, with Section 409A of the Code and the Treasury Regulations and guidance promulgated thereunder. There is no Contract, Employee Benefit Plan or other arrangement which requires any of the Group Companies to pay a Tax gross-up, indemnification payment or reimbursement for Taxes under Code Section 409A or Code Section 4999 or otherwise. (vii) No Employee Benefit Plan covers or otherwise provides benefits to any employee or other individual service provider working or residing outside of the United States. (c) No Group Company has engaged in any non-United States jurisdiction primarily exempt prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) with respect to any Employee Benefit Plan that would be reasonably likely to subject any Group Company to any Tax or penalty (civil or otherwise) imposed by ERISA, the Code or other applicable Legal Requirement. There are no pending or, to the Company’s Knowledge, threatened Proceedings (other than ordinary course claims for benefits) with respect to any Employee Benefit Plan that would be reasonably likely to subject any Group Company to any Liability. (d) No amount that could be received (whether in cash or property or the benefit vesting of property), as a result of the consummation of the transactions contemplated by this Agreement, by any employee, officer, director or stockholder or other service provider of any employee Group Company under any Employee Benefit Plan would not be deductible by reason of Section 280G of the Company Code or would be subject to an excise tax under Section 4999 of the Code, determined without regard to any arrangements entered into or negotiated with Buyer or any of its Subsidiaries whose principal work location is outside Affiliates. (e) This Section 3.11 contains the sole and exclusive representations and warranties of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority Company with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentGroup Companies’ Employee Benefit Plans.

Employee Plans. (a) Section 3.18(a)(i3.16(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement, of all each material Employee Plans“employee benefit plan” as defined in Section 3(3) of ERISA and any other material plan, policy, program, or agreement (including any employment, bonus, incentive or deferred compensation, equity or equity-based compensation, severance, retention, supplemental retirement, change in control or similar plan, policy, program or agreement) providing compensation or other benefits to any current or former director, officer, individual consultant or employee, which are maintained, sponsored or contributed to by the Company or any of the Company’s Subsidiaries, or to which the Company or any of the Company’s Subsidiaries is a party or has or may have any liability, and Section 3.18(a)(iiin each case whether or not (i) subject to the Laws of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, (ii) in writing or (iii) funded, but excluding in each case any statutory plan, program or arrangement that is both required under applicable Law and maintained by any Governmental Authority (each, an “Employee Plan”). The Company has delivered to Parent, to the extent applicable, the Company has made available to Parent true, complete and correct and complete copies of (iv) each Employee Plan (or, if not written a written summary of its material terms), including all plan documents, trust agreements, insurance Contracts or other funding vehicles and all amendments thereto, (w) the current plan documents and current most recent summary plan descriptions; , including any summary of material modifications (iix) the most recent annual report (Form 5500 series) filed with the IRS with respect to such Employee Plan, (y) the most recent actuarial report or other financial statement relating to such Employee Plan, and (z) the most recent determination or opinion letter, if any, from issued by the IRS with respect to any Employee Plan and any pending request for such a determination letter. (b) Except as would not have a Company Material Adverse Effect, each Employee Plan has been established, operated, funded and administered in compliance with its terms and all applicable Laws, including ERISA and the Code. (c) No Employee Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) (a “Multiemployer Plan”) or other pension plan that is or was subject to Title IV of ERISA or Sections 412 or 430 of the Code (“Title IV Plan”) and neither the Company nor any of its ERISA Affiliates has sponsored or contributed to, been required to contribute to, or has any actual or contingent liability under, a Multiemployer Plan or Title IV Plan, including at any time within the previous six (6) years. Neither the Company nor any of its ERISA Affiliates has incurred any withdrawal liability under Section 4201 of ERISA that has not been fully satisfied. (d) Each Employee Plan that is intended to qualify pursuant to be qualified under Section 401(a) of the Code is so qualified and has received a current favorable determination letter from the IRS. No member of the Company Group has any obligation to provide any post-employment, post-service or post-ownership health or welfare benefits to any Person (except as required by Section 4980B of the Code and for which the covered Person pays the full premium cost of coverage). No member of the Company Group has incurred (whether or not assessed) any material Tax or penalty under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code; . (iiie) the most recent annual report on Form 5500 required Except as would not have a Company Material Adverse Effect, with respect to have been filed with the IRS for each Employee Plan, including all schedules thereto; no Legal Proceedings, actions, suits or claims (ivother than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of the Company, threatened. (f) Except as set forth on Section 3.16(f) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will, either alone or in combination with another event (such as termination following the consummation of the transactions contemplated hereby), (i) entitle any related trust agreementscurrent or former employee, insurance contracts, insurance policies officer or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee service provider of the Company or any Subsidiary of the Company to any severance pay or any other compensation or benefits payable or to be provided by the Company or any Subsidiary of the Company, (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation or benefits (including Company Options, Company RSUs and Company SARs) due to any such employee, officer or other individual service provider by the Company or a Subsidiary of the Company, (iii) limit or restrict the right of Parent to merge, amend or terminate any Employee Plan on or after the Effective Time, or (iv) result in any “excess parachute payment” under Section 280G of the Code. (g) Neither the Company nor any of its Subsidiaries whose principal work location has any obligation to provide any Person a Tax gross-up, make whole or similar payment with respect to Taxes, including those imposed under Sections 409A or 4999 of the Code. (h) Except as would not have a Company Material Adverse Effect, with respect to each Employee Plan subject to the Laws of any jurisdiction outside the United States, (i) all employer contributions to each such Employee Plan required by applicable Law or by the terms of such Employee Plan have been made, (ii) each such Employee Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and, to the Knowledge of the Company, and (iii) each such Employee Plan required to be fully funded or fully insured, is fully funded or fully insured, including any back-service obligations, on an ongoing and termination or solvency basis (determined using reasonable actuarial assumptions) in compliance with applicable Laws. Each Employee Plan subject to the Laws of any jurisdiction outside of the United States (the “International Employee Plans”), to the extent applicable, (A) which provides retirement benefits is a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority defined contribution plan and all contributions have been timely made with respect to such any statutory plan; , program or arrangement that is required under applicable Law and (C) maintained by any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentAuthority.

Employee Plans. (a) Section 3.18(a)(i3.11(a) of the Company Disclosure Letter Schedules sets forth a true, correct true and complete listlist of all material Employee Benefit Plans. With respect to each material Employee Benefit Plan, the Group Companies have provided JAWS with (x) true and complete copies of the material documents pursuant to which the plan is maintained, funded and administered and (y) (if applicable) the most recent IRS determination or opinion letter. (b) No Employee Benefit Plan is and no Group Company has any Liability with respect to or under: (i) a Multiemployer Plan; (ii) a “defined benefit plan” (as defined in Section 3(35) of ERISA, whether or not subject to ERISA) or a plan that is or was subject to Title IV of ERISA or Section 412 of the Code; (iii) a “multiple employer plan” within the meaning of Section of 413(c) of the Code or Section 210 of ERISA; or (iv) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. No Employee Benefit Plan provides, and no Group Company has any material Liabilities to provide any retiree, post-ownership or post-termination health or life insurance or other welfare-type benefits to any Person other than health continuation coverage pursuant to COBRA or similar Law and for which the recipient pays the full cost of coverage. No Group Company has any material Liabilities by reason of at any time being considered a single employer under Section 414 of the Code with any other Person. (c) Each Employee Benefit Plan has been established, maintained, funded, operated and administered in all material respects in compliance with its terms and applicable Law, including ERISA and the Code and to the Company’s knowledge no event has occurred and no condition exists, that has subjected, or would reasonably be expected to subject, any Group Company to any material tax, fine, lien, penalty or other Liability imposed by ERISA, the Code or any other applicable law. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has timely received a favorable determination or opinion or advisory letter from the Internal Revenue Service, and to the Company’s knowledge nothing has occurred that could reasonably be expected to adversely affect such Employee Benefit Plan’s qualified status. None of the Group Companies has incurred (whether or not assessed) or could reasonably be expected to incur any material penalty or Tax under Section 4980H, 4980B, 4980D, 6721 or 6722 of the Code. (d) As of the date of this Agreement, of all material there are no pending or, to the Company’s knowledge, threatened claims or Proceedings with respect to any Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Benefit Plan providing for severance payments (other than those pursuant routine claims for benefits). There have been no non-exempt “prohibited transactions” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA and no breaches of fiduciary duty (as determined under ERISA) with respect to which severance any Employee Benefit Plan, except as is required by applicable Law)not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole. With respect to each Employee Benefit Plan, all material Employee Plan providing benefits to employees whose principal work location is contributions, distributions, reimbursements and premium payments that are due have been timely made and any such amounts not yet due have been paid or properly accrued. (e) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (alone or in the United States, to the extent applicable, the Company has made available to Parent true, correct and complete copies of combination with any other event) (i) result in any payment or benefit becoming due to or result in the forgiveness of any indebtedness of any current plan documents and current summary plan descriptions; or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies, (ii) increase the most recent determination amount or opinion lettervalue of any compensation or benefits payable to any current or former director, if anymanager, from officer, employee, individual independent contractor or other service providers of any of the IRS for Group Companies, (iii) result in the acceleration of the time of payment or vesting, trigger any payment or funding of any compensation or benefits or increase any amount payable to any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies or (iv) limit or restrict the right of any of the Group Companies to merge, amend or terminate any Employee Benefit Plan. (f) No amount that could be received (whether in cash or property or the vesting of property) by any “disqualified individual” of any of the Group Companies as a result of the consummation of the transactions contemplated by this Agreement (either alone or in combination with another event) could result in an “excess parachute payment” within the meaning of Section 280G of the Code. (g) Each Employee Benefit Plan that is intended or forms part of a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code has at all relevant times been operated in compliance in all material respects with, and each Group Company has complied in practice and operations in all material respects with, all applicable requirements of Section 409A of the Code and applicable guidance thereunder. (h) The Group Companies have no obligation to qualify pursuant to make a “gross-up” or similar payment, indemnify or otherwise reimburse any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies for any taxes that may become payable under Section 401(a) 4999 or 409A of the Code; . (iiii) The Group Companies have no material liability by reason of an individual who performs or performed services for the most recent annual report on Form 5500 required to have been filed with the IRS for each Group Companies in any capacity being improperly excluded from participating in an Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS Benefit Plan or any office or representative of the United States Department of Labor or any similar Governmental Authority relating person being improperly allowed to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained participate in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Benefit Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatment.

Employee Plans. (a) Set forth in Section 3.18(a)(i3.13 of the Disclosure Letter is a true and complete list of all the Company's employee benefit plans (as defined in Section 3(3) of the Company Disclosure Letter sets forth a true, correct and complete listEmployee Retirement Income Security Act of 1974, as of amended ("ERISA")), all the date of this AgreementCompany's bonus, of all material Employee Plansstock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, insurance (including any self-insured or post-retirement arrangements), disability, vacation, profit-sharing and other similar employee benefit plans, arrangements, policies or agreements, and Section 3.18(a)(ii) all the Company's unexpired severance agreements, written or otherwise, for the benefit of, or relating to, any current or former employee of the Company Disclosure Letter separately sets forth each Contract or (collectively, the "Employee Plan providing for severance payments Plans"). (other than those pursuant to which severance is required by applicable Law). b) With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicablePlan, the Company has made available to Parent trueBuyer, a true and correct and complete copies copy of (i) the current plan documents and current summary plan descriptions; most recent annual report (Form 5500) filed with the IRS, (ii) the most recent determination or opinion lettersuch Employee Plan, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; and (iii) the most recent annual actuarial report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority calculation relating to any Employee Plan subject to Title IV of ERISA. (c) With respect to the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company could be subject to any liability that is reasonable likely to have a material adverse effect on the Company, under ERISA, the Code or any other applicable law. (d) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period from its adoption to date, and each trust forming a part thereof is exempt from tax pursuant to Section 501(a) of the Code. The Company has furnished to Buyer copies of the most recent IRS determination letters with respect to each such plan. (e) Each Employee Plan has been maintained in compliance issues with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such Employee Plan. No "prohibited transaction" (as that term is defined in Section 406 of ERISA or Section 4975 of the Code) has occurred with respect to any Employee Plan. No tax under Section 4980B of the Code has been incurred in respect of to any such Employee Plan during that is a group health plan, as defined in Section 5000(b) (1) of the past three yearsCode. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee employees and former employees of the Company Company, there are no employee post-retirement medical or any of its Subsidiaries whose principal work location is outside health plans in effect, except as required by Section 4980B of the United States Code. (f) With respect to the “International Employee Plans”), to there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations which have not been accounted for by reserves, or otherwise properly footnoted in accordance with generally accepted accounting principles, on the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentCompany Financial Statements.

Employee Plans. Section 3.18(a)(i(a) There is no (nor has there ever been) any trade or business (whether or not incorporated), under common control with the Seller within the meaning of Sections 414(b), (c), (m) or (o) of the Company Disclosure Letter Code. Schedule 5.20 sets forth a trueall pension, correct savings, retirement, health, insurance, severance and complete listother employee benefit or fringe benefit plans maintained or sponsored by the Seller, as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant with respect to which severance is required by applicable Lawthe Seller has any responsibility or liability (including any contingent liability) (collectively referred to herein as the "Plans"). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States----- Plans, the Seller has delivered to the extent applicable, the Company has made available to Parent true, correct and complete Buyer copies of of: (i) the current plan documents documents, and, where applicable, related trust agreements, and current summary plan descriptionsany related agreements which are in writing; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Codesummary plan descriptions; (iii) the most recent annual report on Form 5500 required Internal Revenue Service determination letter relating to have been filed with the IRS each Plan for each Employee Plan, including all schedules theretowhich a letter of determination was obtained; (iv) any related trust agreementsto the extent required to be filed, insurance contracts, insurance policies or other Contracts the most recent Annual Report (Form 5500 Series and accompanying schedules of any funding arrangementseach Plan and applicable financial statements) as filed with the Internal Revenue Service; and (v) any notices to or from audited financial statements, if any. (b) Except as set forth on Schedule 5.20, (i) Each Plan conforms to, and its administration is in compliance with, all applicable requirements of law, including, without limitation, ERISA and the IRS or any office or representative Internal Revenue Code of 1986, as amended (the "Code") and (ii) all of the United States Department of Labor or any similar Governmental Authority relating Plans are in full force and effect ---- as written, and all premiums, contributions and other payments required to any material compliance issues in respect be made by the Seller under the terms of any such Employee Welfare Plan during (as hereinafter defined) have been made or accrued. (c) Each Plan maintained by the past three years. With Seller that is required to be qualified under Section 401(a) of the Code, and each trust maintained pursuant thereto has been determined to be exempt from federal taxation by the Internal Revenue Service and has a favorable determination letter that has been issued by the Internal Revenue Service with respect to each material Employee such Plan. No Plan that is maintained an employee welfare benefit plan as defined in any non-United States jurisdiction primarily for the benefit Section 3(1) of any ERISA (a "Welfare ------- Plan") is funded through a voluntary employee beneficiary association as defined ---- in Section 501(c)(9) of the Company Code. (d) Except as set forth on Schedule 5.20, the Seller has never maintained, contributed to or incurred any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority liability with respect to such plan; and (C) any document comparable Plan subject to Title IV of ERISA or Section 412 of the Code. The Seller has no material liability under Section 4062 of ERISA to the determination letter referenced pursuant Pension Benefit Guaranty Corporation or to clause a trustee appointed under Section 4042 of ERISA. The Seller has not engaged in any transaction described in Section 4069 of ERISA. (iie) above issued by There are no multiemployer plans (as defined in Subsection 3(37) of ERISA) ("Multiemployer Plans") to which the Seller is or has been required to ------------------- make a Governmental Authority relating contribution or other payment. The Seller has not withdrawn in a complete or partial withdrawal from any Multiemployer Plan, nor has the Seller incurred any material liability due to the satisfaction termination or reorganization of law necessary a Multiemployer Plan. (f) There has been no non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Part 4 of Subtitle B of Title I of ERISA) with respect to obtain any Pension Plan or penalty under Section 502(i) of ERISA. (g) The Seller does not maintain any Plan providing post-retirement benefits qualified under Section 401(a) of the most favorable Tax treatment.Code ("Post-Retirement --------------- Benefits"

Employee Plans. Section 3.18(a)(i(a) ‎‎Section 3.15(a) of the Company Disclosure Letter sets forth a truecomplete and accurate list of each material Employee Plan, correct and complete list, as other than any Contract under which a single individual (who is not an officer or director of the date Company or any of this Agreementits Subsidiaries) is eligible to receive immaterial compensation and/or benefits and that is terminable by the Company or its Subsidiaries at-will or with no more than three (3) months’ notice or pay in lieu thereof (or any additional period or payment as required by Applicable Law) without further liability or financial obligation, of all material whether actual or contingent, to the Company or its Subsidiaries. With respect to each Employee Plans, and Section 3.18(a)(iiPlan listed in ‎Section 3.15(a) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicableLetter, the Company has made available provided to Parent true, true and correct and complete copies of (as applicable): (i) the current plan documents document, as amended thereto (and current for any unwritten plan, a summary plan descriptionsof the material terms); (ii) the most recent determination summary plan description or opinion letterother summary provided, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Codeemployees; (iii) the most recent annual report on Form 5500 required determination, opinion or advisory letter received from the Internal Revenue Service with respect to have been filed with the IRS for each Employee Plan, including all schedules theretoPlan that is intended to be qualified under Code Section 401(a); and (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices correspondence to or from any Governmental Authority related to such Employee Plan regarding any non-compliance, corrective actions, audits, investigations or inquiries. (b) Each Employee Plan has been established, maintained, funded, operated and administered in compliance with its terms and with all applicable Laws, except as would not reasonably be expected to have, individually or in the IRS aggregate, a Company Material Adverse Effect. Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a current favorable determination letter from the Internal Revenue Service or may rely upon a current prototype opinion or advisory letter from the Internal Revenue Service, and, to the Company's Knowledge, nothing has occurred that would adversely affect the qualification of such Employee Plan. Each material Employee Plan providing compensation or benefits to employees of the Company or any office or representative of the Company Subsidiaries who are located outside of the United States Department that is required to be registered has been timely and properly registered. All material employer and employee contributions to each Employee Plan required by Law or by the terms of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during have been timely made, or, if applicable, reserved or accrued in accordance with the past three yearsCompany’s accounting practices. With Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Employee Plans that are required to be funded are fully funded, or, if applicable, adequate reserves have been established with respect to each material any Employee Plan that is maintained not required to be fully funded. No Employee Plan (i) is a defined benefit plan (as defined in ERISA, whether or not subject to ERISA), seniority premium, termination indemnity, gratuity or similar plan or arrangement, or a multiemployer plan (as defined in Section 3(37) of ERISA), or (ii) provides retiree or post-termination health, life or other welfare benefits to any Person, other than as required by Law. Neither the Company nor any of the Company Subsidiaries has any current or future material Liability on account of at any time being considered a single employer with any other Person under Section 414 of the Code. Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, there is no Legal Proceeding (other than routine and undisputed claims for benefits) pending or, to the Knowledge of the Company, threatened with respect to any Employee Plan or against the assets of any Employee Plan. Neither the Company nor any of the Company Subsidiaries has incurred (whether or not assessed), or is reasonably expected to incur or to be subject to, any Tax or other penalty under Section 4980B, 4980D or 4980H of the Code. (c) Other than as set forth in ‎‎Section 3.15(b) of the Company Disclosure Letter, neither the execution or delivery by the Company of this Agreement nor the consummation of the transactions contemplated by this Agreement will (A) result in any non-United States jurisdiction primarily for payment or benefit becoming due or payable, or required to be provided, to any current or former director, employee or independent contractor of the benefit Company or any of the Company Subsidiaries, (B) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such current or former director, employee or independent contractor, (C) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, (D) increase the amount of compensation due to any Person, , or (E) result in the forgiveness in whole or in part of any outstanding loans made by the Company to any Person. (d) No amount that is payable (whether in cash or property or the vesting of property) under an Employee Plan as a result of the consummation of the transactions contemplated by this Agreement to any employee, officer, director, shareholder or other service provider of the Company (whether current, former or retired) will, individually or in combination with any other such payment, be an "excess parachute payment" within the meaning of Section 280G of the Code that would not be deductible thereunder or would be subject to an excise tax under Section 4999 of the Code. (e) Neither the Company nor any of its Affiliates have any obligation to gross-up, indemnify or otherwise reimburse any individual with respect to Tax under Sections 409A or 4999 of the Code. (f) Each Employee Plan, or other agreement or arrangement of the Company or any of its Subsidiaries whose principal work location is outside affiliates that constitute a "nonqualified deferred compensation plan" (as defined in Section 409A(d)(1) of the United States (Code) has been operated and maintained, in form and operation, in accordance with Section 409A of the “International Employee Plans”)Code and applicable guidance of the Department of Treasury and Internal Revenue Service, to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentin all material respects.

Employee Plans. (a) Schedule 5.20(a) sets forth all "employee benefit plans," as defined in Section 3.18(a)(i3(3) of ERISA, and all other employee benefits, policies or payroll practices, including, without limitation, any retirement, health, insurance, severance, deferred compensation, bonus, incentive, stock purchase, stock option or fringe benefit plans or programs maintained or sponsored by the Company, or with respect to which the Company Disclosure Letter sets forth a true, correct and complete list, has any responsibility or liability (collectively referred to herein as of the date of this Agreement, of all material Employee "Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law"). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United StatesPlans, the Seller has delivered to the extent applicable, the Company has made available to Parent true, correct and complete Buyer or its representatives copies of of: (i) the current plan documents documents, and, where applicable, related trust agreements, and current summary plan descriptionsany related agreements which are in writing; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Codesummary plan descriptions; (iii) the most recent annual report on Form 5500 required Internal Revenue Service determination letter relating to have been filed with the IRS each Plan for each Employee Plan, including all schedules theretowhich a letter of determination was obtained; (iv) any related trust agreementsto the extent required to be filed, insurance contracts, insurance policies or other Contracts the most recent Annual Report (Form 5500 Series and accompanying schedules of any funding arrangementseach Plan and applicable financial statements) as filed with the Internal Revenue Service; and (v) audited financial statements, if any. (b) In all material respects, each Plan conforms to, and its administration is in compliance with, all applicable requirements of law, including, without limitation, ERISA and the Code and all of the Plans are in full force and effect as written, and all premiums, contributions and other payments required to be made by the Company under the terms of any notices Plan have been made or accrued. (c) Each Plan maintained by the Company that is intended to or be qualified under Section 401(a) of the Code and each trust maintained pursuant thereto has been determined to be exempt from federal taxation under Section 501 of the Code by the Internal Revenue Service and the Company has received a favorable determination letter from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With Internal Revenue Service with respect to each material Employee such Plan. To the knowledge of the Seller and the Company, no circumstances or events have occurred that could adversely affect the qualified status of any Plan or related trust. No Plan maintained by the Company that is maintained an employee welfare benefit plan as defined in Section 3(1) of ERISA is funded through a voluntary employee beneficiary association as defined in Section 501(c)(9) of the Code. (d) Neither the Company nor any trade or business (whether or not incorporated) under common control with the Company within the meaning of Sections 414(b), (c), (m) or (o) of the Code (the "Controlled Group") has ever maintained, contributed to or incurred any liability with respect to any plan subject to Title IV of ERISA or Section 412 of the Code. Neither the Company nor any member of the Controlled Group has any material liability under Section 4062 of ERISA to the Pension Benefit Guaranty Corporation or to a trustee appointed under Section 4042 of ERISA. Neither the Company nor any member of the Controlled Group has engaged in any non-United States jurisdiction primarily for the benefit transaction described in Section 4069 of any employee ERISA. (e) There are no multiemployer plans (as defined in SubSection 3(37) of ERISA) ("Multiemployer Plans") to which the Company or any of its Subsidiaries whose principal work location is outside other member of the United States Controlled Group is, or has been, required to make a contribution or other payment. Neither the Company nor any member of the Controlled Group has withdrawn in a complete or partial withdrawal from any Multiemployer Plan, nor has any of them incurred any material liability due to the termination or reorganization of such a Multiemployer Plan. (f) There has been no non-exempt prohibited transaction (within the “International Employee meaning of Section 4975 of the Code or Part 4 of Subtitle B of Title I of ERISA) with respect to any Plan or penalty under Section 502(i) of the Code for which the Company could have any liability. (g) Except as set forth on Schedule 5.20(g), the Company does not maintain any Plan providing post-retirement benefits other than Plans qualified under Section 401(a) of the Code ("Post-Retirement Benefits") or as required under applicable continuation of coverage laws. The Company is not liable for Post-Retirement Benefits under any plan not maintained by the Company. The Company has complied in all material respects with the requirements of Section 4980B of the Code and Sections 601 to 608 of ERISA relating to continuation coverage for group health plans. (h) There has been no material violation of ERISA or the Code with respect to the filing of applicable reports, documents and notices regarding the Plans with the Secretary of Labor or the Secretary of the Treasury or the furnishing of required reports, documents or notices to the participants or beneficiaries of the Plans”). (i) There are no pending actions, claims or lawsuits which have been asserted, instituted or, to the extent applicableknowledge of the Seller and the Company, (A) a summary threatened, against the Plans, the assets of such International Employee Planany of the trusts under the Plans or the Plan sponsor or the Plan administrator, (B) or, to the most recent annual report or similar compliance documents required to be filed with knowledge of the Seller and the Company, against any Governmental Authority fiduciary of the Plans with respect to such plan; the operation of the Plans (other than routine benefit claims). (j) There has been no mass layoff or plant closing as defined by the Worker Adjustment and (C) Retraining Notification Act or any document comparable similar state or local "plant closing" law with respect to the determination letter referenced pursuant employees of the Company. (k) The execution of, and the performance of the transactions contemplated by, this Agreement will not, either alone or upon the occurrence of subsequent events, result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to clause fund benefits with respect to any employee. (iil) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentThere are no Company employee stock option plans outstanding.

Employee Plans. Section 3.18(a)(i) The Registration Statement and Exhibits include a complete description of the Company Disclosure Letter sets forth a trueall Employee Plans and Benefit Arrangements maintained, correct administered or contributed to, or otherwise participated in, by Sound LLC. True and complete list, as copies of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or such Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United Statesor Benefit Arrangement, including amendments thereto, have been provided to the extent applicableCompany, the Company has made available to Parent true, correct together with true and complete copies of (i) annual reports for the current most recent three (3) years, (ii) all plan documents and current summary plan descriptions; (ii) the most recent determination or opinion lettersummary plan description of each such Employee Plan, if anytogether with any modifications thereto, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; and (iii) the most recent annual report on Form 5500 required favorable determination letter (if applicable) from the Internal Revenue Service for each such Employee Plan. None of the Employee Plans is a “multiemployer plan” as defined in Section 3(37) of ERISA or a “multiple employer plan” as covered in Section 412(c) of the Code, and Sound LLC has not been obligated to make a contribution to any multiemployer or multiple employer plan. All contributions (including all employer contributions and employee salary reduction contributions) which are due have been filed paid to each such Employee Plan or Benefit Arrangement and all contributions for any period ending on or before the Closing Date which are not yet due have been paid to each such Employee Plan or Benefit Arrangement or accrued in accordance with past custom and practice of Sound LLC. Each Employee Plan which is intended to be qualified under Section 401 (a) of the IRS for Code is so qualified and each trust maintained pursuant thereto is exempt from income tax under Section 501(a) of the Code. None of Sound LLC, any Employee Plan, including all schedules thereto; (iv) any related trust agreementstrusts created thereunder, insurance contractsand any trustee, insurance policies or administrator nor any other Contracts fiduciary thereof has engaged in a “prohibited transaction,” as defined in Section 406 of any funding arrangements; (v) any notices to or from ERISA and Section 4975 of the IRS Code, or any office or representative breach of the United States Department fiduciary duty as defined in Part 4 of Labor or any similar Governmental Authority relating to any material compliance issues in respect Subtitle B of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit Title I of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentERISA.

Employee Plans. (i) Section 3.18(a)(i3.11(b)(i) of the Company Disclosure Letter sets forth Schedule contains a true, correct true and complete list, as of the date of this Agreement, list of all material Employee Plans. Except with respect to amendments that required by Law, and Section 3.18(a)(ii) of neither the Company Disclosure Letter separately sets forth each Contract nor any ERISA Affiliate has any agreement, arrangement, commitment or obligation, whether legally binding or not, to create, enter into or contribute to any additional Employee Plan providing for severance payments (other than those pursuant or to which severance is required by applicable Law)modify or amend any existing Employee Plan. With The Company has provided to the Purchaser, with respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, (to the extent applicableapplicable thereto), the Company has made available to Parent true, correct and complete copies of of: (iA) the current plan documents document and current summary plan descriptionsall amendments thereto or, if such Employee Plan is not in writing, a written description of the Employee Plan; (iiB) the last three annual reports (e.g., Form 5500 series and all schedules and financial statements attached thereto) filed with respect to such Employee Plan; (C) the most recent determination summary plan description, and all summaries of material modifications related thereto, distributed to participants in such Employee Plan; (D) the most recent determination, opinion or opinion letteradvisory letter issued by the IRS with respect to such Employee Plan; and (E) all non-routine correspondence since January 1, 2016 to or from any Governmental Authority relating to such Employee Plan. (ii) With respect to each Employee Plan: (A) such Employee Plan has been established, maintained, administered, operated and funded in all material respects in accordance with its terms and in compliance with all applicable requirements of all applicable Law, including ERISA and the Code (and the regulations and rulings issued thereunder); (B) none of the Company, any ERISA Affiliate or any other Person has (1) materially breached any fiduciary duty imposed upon it by ERISA or any other applicable Law, or (2) engaged in a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available and which could result in a material Liability; (C) all contributions, premiums and other payments due or required to be paid to (or with respect to) such Employee Plan have been paid on or before their respective due dates and within the time period, if any, from prescribed by E▇▇▇▇, or, if not yet due, have been accrued as a liability on the IRS for Financial Statements; and (D) none of the Company or any ERISA Affiliate has incurred, and there exists no condition or set of circumstances in connection with which the Company or any ERISA Affiliate could incur, directly or indirectly, any penalty, Tax, fine, Encumbrance or Liability under ERISA, the Code or any other applicable Law, or pursuant to any indemnification, contribution or similar agreement. (iii) Each Employee Plan that is intended to qualify pursuant be qualified under Section 401(a) of the Code has received a determination, advisory or opinion letter indicating that the form of such plan is so qualified and its related trust is exempt from taxation under Section 501(a) of the Code. Each such Employee Plan (A) is the subject of an unrevoked, favorable determination letter from the IRS with respect to the form of such Employee Plan’s qualified status under the Code; or (B) utilizes a prototype plan or volume submitter plan document that is the subject of a current unrevoked favorable opinion or advisory letter issued by the IRS to the sponsor of such prototype plan or volume submitter plan and upon which the Company and such Employee Plan are entitled, under applicable IRS guidance, to rely. To the Knowledge of the Company, nothing has occurred or could reasonably be expected to occur that could adversely affect the qualification or exemption of any such Employee Plan or its related trust. (iv) Neither the Company nor any ERISA Affiliate sponsors, maintains or contributes to, or has ever sponsored, maintained or contributed to (or been obligated to sponsor, maintain or contribute to), or has (or could have) any Liability (including, but not limited to, any contingent Liability under or with respect to: (A) any “employee pension benefit plan,” as defined in Section 3(2) of ERISA, that is (or, at any time, was) subject to Section 401(a302 of ERISA, Title IV of ERISA or Section 412 of the Code; (B) any “multiemployer plan,” as defined in Section 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code; (iiiB) any multiple employer plan within the most recent annual report on Form 5500 required to have been filed with meaning of Section 210(a), 4063 or Section 4064 of ERISA or Section 413(c) of the IRS for each Employee PlanCode, including all schedules thereto(D) any “multiple employer welfare arrangement,” as defined in Section 3(40) of ERISA; (ivE) any related trust agreements, insurance contracts, insurance policies self-funded (or other Contracts of any funding arrangementsself-insured) group health plan; or (vF) any notices to employee benefit plan, fund, policy, program, practice, Contract, agreement or from the IRS or any office or representative arrangement covering employees outside of the United States Department or subject to the Laws of Labor any jurisdiction other than the United States. (v) Each Employee Plan which is subject to the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar Governmental Authority relating state Laws (collectively, “COBRA”) has been administered, at all times since inception, in compliance with such requirements in all material respects. Except with respect to benefits provided under COBRA, none of the Employee Plans provides life insurance, medical or other welfare benefits (within the meaning of Section 3(1) of ERISA) to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any current or former employee of the Company or any ERISA Affiliate (or to any other Person) after his or her retirement or other termination of its Subsidiaries whose principal work location is outside employment or service, and none of the United States Company or any ERISA Affiliate has ever represented, promised or contracted (the “International Employee Plans”)whether in written or oral form) to any such employee or former employee (or to any other Person) that such benefits would be provided, except to the extent applicablerequired by COBRA (and at the sole expense of the qualified beneficiary). (vi) The Company and each ERISA Affiliate is and, (A) a summary at all relevant times, has been in compliance in all material respects with the Patient Protection and Affordable Care Act, Pub. L. No. 111 148, the Health Care and Education Reconciliation Act of such International Employee Plan2010, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentPub.

Employee Plans. (a) Except as set forth on Schedule 3.15, none of the Ladenburg Companies maintains or contributes to, has maintained or contributed to or is or was a party to a participating employer in, or a sponsor or contributor to any "employee pension benefit plan," as defined in Section 3.18(a)(i3(2) of the Company Disclosure Letter sets forth a trueERISA (collectively, correct and complete list, as "Employee Benefit Plans"). None of the date of this Agreement, of all material Employee Plans, and Ladenburg Companies is a party to any multiemployer plan as defined in Section 3.18(a)(ii3(37) of ERISA. (b) Except as set forth on Schedule 3.15 or as would not reasonably be expected to have a material adverse effect on the Company Disclosure Letter separately sets forth business, assets, prospects or financial condition of the Ladenburg Companies, taken as a whole, each Contract or Employee Benefit Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the Company has made available to Parent true, correct and complete copies of (i) the current plan documents and current summary plan descriptions; (ii) the most recent determination or opinion letter, if any, from the IRS for except with respect to any Employee Benefit Plan that is not intended to qualify pursuant to under Section 401(a) of the Code, has received a determination letter from the Internal Revenue Service to the effect that such plan satisfies the requirements of Section 401(a) of the Code and that any related trust is exempt from tax pursuant to Section 501(a) of the Code; (ii) has been operated in all material respects in accordance with the provisions thereof, ERISA, the Code and all other applicable law; (iii) has not engaged in any prohibited transactions (as such term is defined for purposes of ERISA and the most recent annual report on Form 5500 required Code) (other than those that are exempt pursuant to have been filed with statute, regulation or otherwise) which would subject any of the IRS for each Employee Plan, including all schedules theretoLadenburg Companies to a material liability under Section 4975 of the Code or a penalty under Section 502(i) of ERISA; (iv) any related trust agreementshas not, insurance contractssince the last annual report filed, insurance policies been amended so as to materially increase benefits thereunder (other than as a direct or other Contracts indirect result of any funding arrangementschanges in applicable law or regulations) or experienced a material increase (more than 20%) in the number of participants covered thereunder; and (v) if terminated on the date hereof, would not subject any notices to or from the IRS or any office or representative of the United States Department Ladenburg Companies to liability in excess of Labor $25,000 to the PBGC pursuant to the provisions of Title IV of ERISA. (c) Except as set forth in Schedule 3.15, there are no "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) ("Employee Welfare Plans") maintained by any of the Ladenburg Companies or to which any similar Governmental Authority relating of the Ladenburg Companies contributes or is required to any material compliance issues in respect contribute. (d) The Selling Parties have furnished to the Purchaser true and complete copies of any such Employee Plan during the past three years. With following items with respect to each material Employee Benefit Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee and each Employee Welfare Plan of the Company or any of its Subsidiaries whose principal work location is outside Ladenburg Companies (i) each plan document; (ii) each related trust document; (iii) each determination letter issued by the Internal Revenue Service relating to qualification of the United States respective plans under the Code; (iv) the “International Employee Plans”)most recently filed annual reports, to the extent applicable, if any; and (A) a summary of such International Employee Plan, (Bv) the most recent annual report or similar compliance actuarial valuation, if any. (e) Each of the Ladenburg Companies has filed all reports and other documents required to be filed with any Governmental Authority governmental agency with respect to the Employee Benefit Plans and Employee Welfare Plans of the Ladenburg Companies or has received currently effective extensions for any such plan; reports and (C) other documents which have not been filed other than any document comparable failure to file which would not reasonably be expected to have a material adverse effect upon the determination letter referenced pursuant to clause (ii) above issued by business, assets, prospects or financial condition of the Ladenburg Companies, taken as a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentwhole.

Employee Plans. Section 3.18(a)(i) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the Company has Buyer will make made available to Parent upon written request for examination by NMC true, correct and complete copies of of: (i) the current plan documents most recent Internal Revenue Service determination letter relating to each of Buyer's pension, profit-sharing, stock bonus or other deferred compensation arrangements, if any, for which a letter was obtained except for any multi-employer plans sponsored by Buyer, (each a "Plan" and current summary plan descriptions; collectively the "Plans"); (ii) the most recent determination or opinion letterAnnual Report (Form 5500 Series) and accompanying schedules of each Plan sponsored by Buyer with respect to which the same are required, if any, from the IRS for any Employee Plan that is intended to qualify as filed pursuant to applicable law; and (iii) all plan documents, as amended to date, summary plan descriptions and summaries of material modifications with respect to each Plan sponsored by Buyer, as well as the most recent financial statements of each of such plans. With respect to each of such Plans as to which an Annual Report (Form 5500 series) is required to be filed, no liabilities as of the date of such Annual Report exist unless specifically referred to in the most recent such Annual Report, and no material change has occurred with respect to the matters covered by the last Annual Report since the date thereof. Buyer does not know, nor have any reasonable grounds to know, of any "prohibited transaction," as such term is defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended, ("ERISA") and Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), which has been engaged in by Buyer or by any Plan sponsored by Buyer, any trust created thereunder or any trustee, administrator or other fiduciary thereof, or which would subject such Plan or any such entity, or any party dealing with such Plan or any such trust, to the sanctions imposed by ERISA or the tax on prohibited transactions imposed by Section 4975 of the Code. There are no actions, suits or claims pending or, to the best of Buyer's knowledge, after due inquiry, threatened against any of the Plans or any administrator or fiduciary thereof. Neither any of the Plans nor any said trust have incurred any "accumulated funding deficiency," as such term is defined in Section 302 of ERISA or Section 412(a) of the Code (whether or not waived), since the Closing Date of ERISA. The terms and operation of each of the Plans have complied to the extent required with the provisions of Section 401(a) of the Code; (iii) Code and with ERISA, and all reports and notices required by ERISA or the Code have been duly filed or given. Buyer shall make available for examination by JK or RK a list of all of Buyer's Plans subject to Title IV of ERISA and all trusts created thereunder which have been terminated, and all "reportable events," as that term is defined in Section 4043 of ERISA, if any. Except as may be specified in Buyer's Disclosure Schedule hereto, none of Buyer's Plans and no such trust has been terminated, nor has any such "reportable event" occurred with respect to any such Plans since the effective date of ERISA. The present value, on a plan termination basis, of all benefits accrued under each Plan sponsored or contributed to by Buyer and subject to Title IV of ERISA did not, as of the most recent annual report on Form 5500 required to have been filed with valuation date, exceed the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative fair market value of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary assets of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to plan as of such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentdate.

Employee Plans. Section 3.18(a)(i(i) Schedule 4.15(b)(i) lists (i) all employment agreements of employees of the Company Disclosure Letter sets forth a true, correct at the level of Vice President or more senior and complete list, as of the date of this Agreement, of (ii) all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (Plans other than those pursuant to which severance is required employment agreements separately by applicable Law)jurisdiction. With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the The Company has furnished or made available to Parent true, correct and complete copies of all material Employee Plans, as amended to the date hereof, together with a current (iA) the current plan documents and current summary plan descriptions; description, (iiB) Form 5500 and schedules thereto and the most recent determination or opinion letteractuarial report, if any, (C) favorable determination or opinion letter from the IRS Internal Revenue Service and (D) related trust documents. (ii) All material contributions or premiums (including employer contributions and employee salary reduction contributions) required to be paid under the terms of each Employee Plan have been made by the applicable due date (including any valid extension), and all such contributions for any period ending on or before the Closing Date that are not yet due will have been paid or accrued on the balance sheet on or prior to the Closing Date, in all cases in accordance with the terms of the applicable Employee Plan. (iii) Neither the Company, its Subsidiaries, nor any of its Affiliates and any trade or business (whether or not incorporated) that is or has ever been under common control, or that is or has ever been treated as a single employer, with any of them under Section 414(b), (c), (m) or (o) of the Code has in the last six years contributed or has been obligated to contribute, or has any material liability, whether contingent or otherwise, with respect to any “employee pension plan,” as defined in Section 3(2) of ERISA, that is subject to Title IV of ERISA or Section 412 of the Code, including any “multiemployer plan,” as defined in Section 3(37) of ERISA. (iv) None of the Employee Plans provide for post-employment life or health insurance, benefits or coverage for any participant or any beneficiary of a participant except (i) as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or and at the sole expense of the participant or the participant’s beneficiary, (ii) for any continuation of benefits for a period of two years or less under any employment agreement that is listed on Schedule 4.15(b)(i) or (iii) as set forth on Schedule 4.15(b)(iv). (v) Each Employee Plan has been operated and maintained in all material respects in accordance with its terms and with all provisions of ERISA, the Code and other applicable Laws. Any Employee Plan intended to qualify under Section 401 of the Code is so qualified, the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Code and to the Knowledge of the Company nothing has occurred with respect to the operation of such Employee Plan that could reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code. (vi) Other than routine benefit claims, no material Action has been asserted or instituted against any Employee Plan that is intended to qualify pursuant to Section 401(a) or the assets of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each any trust under any such Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts nor does the Company have Knowledge of any funding arrangements; (v) any notices facts that could reasonably be expected to or from form the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of basis for any such Employee Plan during the past three years. Action. (vii) With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the each, a “International Employee PlansForeign Plan”), except as set forth on Schedule 4.15(b)(vii): (A) all employer and employee contributions to each Foreign Plan required by Law or by the extent terms of such Foreign Plan have been made, or, if applicable, accrued in accordance with normal accounting practices in all material respects; (B) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (viii) Except as set forth on Schedule 4.15(b)(viii), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will, either alone or together with any other event, (A) a summary result in any material payment becoming due to any current or former Employee or member of such International the Company Board of Directors, (B) materially increase any benefits under any Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) result in the acceleration of the timing of payment, vesting or funding of any document comparable such benefits or (D) give rise to any payment that is nondeductible to the determination letter referenced pursuant payor under Section 280G of the Code or that is subject to clause (ii) above issued by a Governmental Authority relating tax to the satisfaction recipient under Section 4999 of law necessary to obtain the most favorable Tax treatmentCode.

Employee Plans. Section 3.18(a)(i(a) Schedule 3.10 sets forth a complete list of all Employee Plans of the Company Disclosure Letter sets forth a true, correct and the Subsidiaries. The Company previously has delivered or made available to Buyer true and complete list, as of the date of this Agreement, copies of all material such Employee Plans, as now in effect. (b) Each Employee Plan has been maintained, operated and administered in compliance with its terms in all material respects. Except as set forth on Schedule 3.10, none of the Employee Plans are subject to ERISA. Each of the Employee Plans complies with the Code and any other applicable laws in all material respects. (c) Neither the Company nor any Subsidiary is a party to, and it has not completely or partially withdrawn from, any multi-employer plan (as defined for purposes of Section 3.18(a)(ii3(37) of ERISA) which is subject to any of the Company Disclosure Letter separately sets forth each Contract or provisions of ERISA. (d) No Employee Plan providing for severance payments provides benefits, including without limitation, death or medical benefits (whether or not insured), with respect to current or former employees beyond their retirement or other termination of service, other than: (i) temporary coverage mandated by applicable law, (ii) deferred compensation benefits accrued as liabilities on the books of the Company, or (iii) benefits the full cost of which are borne by the current or former employee (or his or her beneficiary). (e) No Employee Plan is involved in or is the subject of any litigation or any claims other than those pursuant routine benefit claims and, to which severance is the Knowledge of the Company, no such litigation or claim reasonably can be expected to be filed. (f) All required by applicable Law). contributions to each Employee Plan, if any, have been made. (g) With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the Company has made available to Parent true, correct and complete copies of Plan: (i) no event has occurred and no condition exists that would subject the current plan documents Company, any Subsidiary, or Buyer to any tax under Sections 4971 through 4980B of the Code or to a fine or liability under Section 502 of ERISA, and current summary plan descriptions; (ii) except as otherwise described on Schedule 3.10, no provision of any such plan prevents the most recent determination Company, any Subsidiary, or opinion letterBuyer from terminating such plan. (h) Neither the Company nor any Subsidiary sponsors any voluntary employee beneficiary association, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to as described in Section 401(a501(c)(9) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatment.

Employee Plans. (a) Section 3.18(a)(i2.12(a) of the Company Disclosure Letter sets forth Schedule contains a true, correct true and complete list, as of the date of this Agreementwith respect to each Company, of (i) all material Employee Plans, and employee benefit plans (as defined in Section 3.18(a)(ii3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), and (ii) any other pension plans or employee benefit agreements, arrangements, programs or payroll practices (including severance pay, other termination benefits or compensation, vacation pay, salary, company awards, stock option, stock purchase, salary continuation for disability, sick leave, retirement, deferred compensation, bonus or other incentive compensation, stock purchase arrangements or policies, hospitalization, medical insurance and life insurance) whether funded or unfunded, written or oral, qualified or nonqualified, whether or not tax-qualified or subject to ERISA, for the benefit of any present or former employee, consultant, manager or director of such Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant with respect to which severance is required by applicable Lawsuch Company would be reasonably expected to have any liability (together, the “Company Employee Plans”). With respect . (b) Seller has made available to Buyer an accurate, current, and complete copy of each of the Company Employee Plans and related material Employee Plan providing benefits to employees whose principal work location is in the United Statesplan documents (including, to the extent applicable, trust documents, insurance policies or contracts, employee booklets, summary plan descriptions and summary of material modifications), or where any Company Employee Plan has not been reduced to writing, a written summary of each Company Employee Plan’s terms, and have, to the extent applicable, made available copies of the Form 5500 reports (including all applicable schedules) filed for the last three (3) plan years. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code is the subject of a favorable and current determination letter or opinion letter from the IRS. Seller has also made available to Parent true, correct and complete copies of (i) the current plan documents and current summary plan descriptions; (ii) Buyer the most recent determination IRS determination, notification, advisory, or opinion letter, if any, from issued with respect to each such Company Employee Plan, and, nothing has occurred since September 6, 2019 that could reasonably be expected to cause the IRS for loss of the tax-qualified status of any Company Employee Plan that is intended to qualify pursuant subject to Section 401(a) of the Code; . (iiic) None of the most recent annual report on Form 5500 Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any Person, except as required by Applicable Law. Since September 6, 2019, there has been no non-exempt “prohibited transaction,” as such term is defined in Section 406 of ERISA and Section 4975 of the Code, with respect to any Company Employee Plan. Since September 6, 2019, each Company Employee Plan has been administered, in all material respects, in accordance with its terms and in compliance with the requirements prescribed by any and all applicable statutes, rules and regulations (including ERISA and the Code), and all reporting requirements have been satisfied in all material respects. Since September 6, 2019, all contributions required to be made by any Company to any Company Employee Plan have been filed made on or before their due dates. No suit, administrative proceeding, action or other litigation has been brought or is pending, or, to the Knowledge of Seller, is threatened, against or with the IRS for each respect to any such Company Employee Plan, including all schedules thereto; (iv) any related trust agreementsaudit or inquiry by the IRS, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor Labor, or any similar other Governmental Authority relating Entity, other than requests for payments in the ordinary course or requests for qualified domestic relations orders. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, by themselves or in conjunction with any other agreements of the Companies in effect to Closing will (i) entitle any current or former employee, manager, director or other service provider of any Company to severance benefits or any other payment by any Company, except as expressly provided in this Agreement or in Section 2.12(d) of the Disclosure Schedule, (ii) increase any benefits otherwise payable by any Company or (iii) accelerate the time of payment or vesting of any benefit, or increase the amount of compensation due any such employee, manager, director or service provider by any Company, except as provided in this Agreement or in Section 2.12(d) of the Disclosure Schedule. (e) Each Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material liabilities to Buyer. (f) No Company maintains, sponsors, participates in or contributes to, nor, since September 6, 2019, has it ever maintained, established, sponsored, participated in, or contributed to, any pension plan (within the meaning of Section 3(2) of ERISA) which is subject to Section 302 of ERISA, Title IV of ERISA or Section 412 of the Code. (g) Since September 6, 2019, no Company is a party to, or has made any contribution to or otherwise incurred any obligation to contribute to, any “multi-employer plan” as defined in Section 3(37) of ERISA. (h) Neither the execution of this Agreement, nor the consummation of the transactions contemplated hereby will result in the receipt or retention by any Person who could be a “disqualified individual” (within the meaning of Code Section 280G) of any payment or benefit that is a “parachute payment” (within the meaning of Code Section 280G). No Company is obligated to make reimbursement or gross-up payments to any material compliance issues Person in respect of any “excess parachute payments” as such Employee Plan during term is described under Section 280G of the past three years. With respect to each material Code. (i) Each Company Employee Plan that is maintained a “nonqualified deferred compensation plan” (as defined in any non-United States jurisdiction primarily for the benefit of any employee Section 409A of the Company or any of its Subsidiaries whose principal work location Code) that is outside subject to Section 409A of the United States Code has been operated in compliance with Section 409A of the Code and applicable IRS guidance. No Company has any obligation to gross up, indemnify, or otherwise reimburse any individual for any excise taxes, interest, or penalties incurred pursuant to Section 409A of the Code. (the “International Employee Plans”), j) Notwithstanding anything to the extent applicablecontrary contained herein, (A) a summary the representations and warranties in this Section 2.12 are the sole and exclusive representations and warranties of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentSeller concerning employee benefits matters.

Employee Plans. Section 3.18(a)(i(i) Schedule 3.2(k)(i) of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, list of each Employee Plan. (ii) Except as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(iiset forth on Schedule 3.2(k)(ii) of the Company Disclosure Letter separately sets forth Schedule, no Company Plan is an “employee benefit plan” (as defined in Section 3(3) of ERISA). (iii) With respect to each Contract Company Plan, the Company Group has delivered or Employee made available to Buyer or its representatives true and complete copies of the following materials, to the extent applicable: (A) all current plan documents for each Company Plan providing for severance payments or, in the case of an unwritten Company Plan, a written description thereof, (B) current summary plan descriptions, summaries of modifications, annual reports, and summary annual reports with respect to any Company Plan, (C) current trust agreements, insurance contracts, and other than those pursuant documents relating to which severance is required the funding or payment of benefits under any Company Plan, and (D) any other documents, forms or other instruments relating to any Company Plan reasonably requested by applicable Law)Buyer. With respect to each Insperity Plan, the Company Group has delivered or made available to Buyer or its representatives copies of such plan or a summary plan description or other summary of material terms to the extent it has such documentation, and the Company Group has requested copies of such plan documentation from Insperity if it does not have such documentation. (iv) The Company Group has complied in all material respects with its obligations under the Insperity Agreement and the Employee Plans and timely made all payments or other contributions required thereunder. (v) Each Company Plan providing benefits to employees whose principal work location is in the United Statesand, to the extent applicableknowledge of Sellers, each Insperity Plan and the administration thereof complies in all material respects with its terms and applicable Law, including ERISA and the Code, including, but not limited to, the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010, and the regulations and related guidance promulgated thereunder. The Company has made available Group does not owe a penalty or assessable payment for 2015 under Section 4980H of the Code and does not reasonably expect to Parent trueowe any such penalty or assessable payment for 2016. Each Company Plan and, correct and complete copies to the knowledge of (i) the current plan documents and current summary plan descriptions; (ii) the most recent determination or opinion letterSellers, if any, from the IRS for any Employee each Insperity Plan that is intended to qualify pursuant be a “qualified plan” within the meaning of Section 401(a) of the Code is either the recipient of the most recently favorable “on-cycle” favorable determination letter from the IRS or is the subject of an opinion letter from the IRS as to which the adopter is entitled to rely as to the qualified status of such plan under Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required , as provided in Revenue Procedures 2011-49, and no amendment has been made nor has any event occurred with respect to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during which would reasonably be expected to cause the past three yearsloss or denial of such qualification under Code Section 401(a); additionally, each trust created under any such Company Plan or, to the knowledge of Sellers, any such Insperity Plan, is exempt from taxation under Section 501(a) of the Code, and nothing has occurred that has or could reasonably be expected to adversely affect such exemption. Neither the Company Group nor any of its ERISA Affiliates has sponsored or contributed to or been required to contribute to any (A) defined benefit plan, as defined in Section 3(35) of ERISA, that is subject to Title IV of ERISA, (B) “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA), or (C) plan subject to the minimum funding standards under Section 302 of ERISA or Section 412 of the Code, and neither the Company Group nor any of its ERISA Affiliates has ever contributed to, or ever been obligated to contribute to any such plan. No Insperity Plan is an “employee benefit plan” subject to Title IV of ERISA. No proceedings or claims (other than routine claims for benefits) are pending or, to the knowledge of Sellers, threatened, against any Company Plan. No audit or examination by a Governmental Body is pending or, to the knowledge of Sellers, threatened, with respect to any Company Plan, nor has notice been received of a potential audit or examination of such a plan by a Governmental Body. To the knowledge of Sellers, no proceedings or claims (other than routine claims for benefits) are pending or threatened against any Insperity Plan. To the knowledge of Sellers, no audit or examination by a Governmental Body is pending or threatened with respect to any Insperity Plan, nor has notice been received of a potential audit or examination of such a plan by a Governmental Body. No matters are pending with respect to a Company Plan or, to the knowledge of Sellers, an Insperity Plan, under the Internal Revenue Service Voluntary Correction Program, Audit Closing Agreement Program or similar programs. (vi) Except as set forth on Schedule 3.2(k)(vi) of the Company Disclosure Schedule or with respect to any arrangement entered into or established by Buyer or any of its Affiliates, neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement (either alone or upon the occurrence of another event) will (A) accelerate the time of payment or vesting, or increase the amount of compensation due, to any current or former employee, co-employee, director or independent contractor of the Company or any of its Affiliates; (B) result in any payment (including severance, change in control or otherwise) becoming due to any employee, co-employee, director or independent contractor of the Company or any of its Affiliates under any Company Plan or, to the knowledge of Sellers, any Insperity Plan; or (C) increase any benefits otherwise payable under any Company Plan or, to the knowledge of Sellers, any Insperity Plan. (vii) Except as set forth on Schedule 3.2(k)(vii) of the Company Disclosure Schedule, neither the consummation of the transactions contemplated by this Agreement, either on their own or in combination with any other event, will give rise to the payment of any amount to a service provider or a receipt of any benefit by a service provider that would not be deductible by the Company or any Affiliate by reason of Section 280G of the Code or that would give rise to an excise tax under Section 4999 of the Code. Each Employee Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code (A) complies in form with Section 409A of the Code and the Treasury Regulations promulgated pursuant to Section 409A of the Code, and (B) does not benefit a service provider (as defined in such Treasury Regulations) who is subject to additional Taxes under Section 409A of the Code as a result of participation in such Employee Plan. The Company is not a party to, or otherwise obligated under, any Contract, agreement, plan or arrangement that provides for a Tax “gross-up” or similar “make-whole” payments to any Person. (A) Each Company Plan is amendable and terminable unilaterally by the Company at any time without liability or expense as a result thereof (other than for benefits accrued through the date of termination or amendment and reasonable administrative expenses related thereto), (B) to the knowledge of Sellers, the Company’s participation in the Insperity Plan is amendable and terminable unilaterally by the Company at any time without liability or expense as a result thereof (other than for benefits accrued through the date of termination or amendment and reasonable administrative expenses related thereto), and (C) no Company Plan or, to the knowledge of Sellers, Insperity Plan document or agreement, summary plan description or other written communication distributed generally to employees by its terms prohibits the Company from amending or terminating any such Company Plan, or from amending or terminating its participation in any such Insperity Plan, or in any way limits such action. The investment vehicles used to fund any Company Plan and, to the knowledge of Sellers, any Insperity Plan may be changed at any time without incurring a sales charge, surrender fee or similar expense. No event has occurred, nor to the knowledge of Sellers, do circumstances exist that could reasonably be expected to result in a material increase in the premium of any Company Plan or, to the knowledge of Sellers, any Insperity Plan. (ix) No Company Plan or, to the knowledge of Sellers, no Insperity Plan promises or provides retiree medical, health or life insurance or other retiree welfare benefits to any Person, except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or other applicable Law, and there has been no communication (whether oral or written) by the Company or, to the knowledge of Sellers, Insperity to any Person that could reasonably be expected to promise or guarantee any such retiree medical, health or life insurance or other retiree welfare benefits, except to the extent required by COBRA or other applicable Law. (x) With respect to each material Employee Plan that is maintained a group health plan within the meaning of Section 5000(b)(1) of the Code or similar state law, the Company, with respect to each such Company Plan, or Insperity, to the knowledge of Sellers, with respect to each Insperity Plan, is currently in compliance with and has always complied with the applicable continuation requirements for its welfare benefit plans, including COBRA, and no event has occurred with respect to each such Company Plan or, to the knowledge of Sellers, each such Insperity Plan and, to the knowledge of Sellers, no circumstance exists under which Buyer may reasonably be expected to incur any non-liability, direct or indirect, under the provisions of COBRA or which has resulted or could result in the imposition of a lien upon any of the assets of Company, its Subsidiaries or Buyer. (xi) There are no Company Plans that are not subject to United States jurisdiction primarily for the benefit of any Law, and no employee of the Company or any of its Subsidiaries whose principal work location is who provides services primarily outside of the United States (the “International Employee Plans”)participates in any Company Plan or, to the extent applicableknowledge of Sellers, (A) a summary of such International Employee any Insperity Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatment.

Employee Plans. Section 3.18(a)(i) of the Company Disclosure Letter sets forth a true, correct Sellers and complete list, as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, Principal Shareholders have heretofore delivered to the extent applicable, the Company has made available to Parent Buyer true, correct and complete copies of of: (i) the current plan documents most recent Internal Revenue Service determination letter relating to each member of the KMC Group's pension, profit-sharing, stock bonus or other deferred compensation arrangements, if any, listed in EXHIBIT 3.3(m) hereto for which a determination letter was obtained or for which no such letter was obtained except for any multi-employer plans sponsored by any of them (each a "Plan" and current summary plan descriptions; collectively the "Plans"); (ii) the most recent determination or opinion letterAnnual Report (Form 5500 series) and accompanying schedules of each Plan currently sponsored by any of them, if anywith respect to which the same are required, from the IRS for any Employee Plan that is intended to qualify as filed pursuant to applicable law; and (iii) all plan documents, as amended to date, summary plan descriptions and summaries of material modifications and all plan termination documentation with respect to each Plan and employee welfare plan presently or in the past sponsored by any member of the KMC Group, as well as the most recent financial statements of each of such plans, except for the multi-employer plans referred to below. With respect to each of such Plans as to which an Annual Report (Form 5500 series) is required to be filed, no liabilities as of the date of such Annual Report exist unless specifically referred to in the most recent such Annual Report, and no material change has occurred with respect to the matters covered by the last Annual Report since the date thereof. Sellers and Principal Shareholders do not know, nor have any reasonable grounds to know, of any "prohibited transaction," as such term is defined in Section 406 of ERISA and Section 4975 of the Code, which has ever been engaged in by any shareholder, or any member of the KMC Group, or by any Plan sponsored by any member of the KMC Group, any trust created thereunder or any trustee, administrator or other fiduciary thereof, or which would subject such Plan or any such entity, or any party dealing with such Plan or any such trust, to the sanctions imposed by ERISA or the tax on prohibited transactions imposed by Section 4975 of the Code. There are no actions, suits or claims pending or, to the best of Sellers and Principal Shareholders' knowledge after due inquiry, threatened, against any of the Plans or any administrator or fiduciary thereof. Neither any of the Plans nor any of said trusts have incurred any "accumulated funding deficiency," as such term is defined in Section 302 of ERISA or Section 412(a) of the Code (whether or not waived), since the date of ERISA. The terms and operation of each of the Plans have complied to the extent required with the provisions of Section 401(a) of the Code; (iiiCode and with ERISA, and all reports and notices required by ERISA or the Code have been duly filed or given. Sellers and Principal Shareholders shall deliver to the Buyer a list of all of the members of the KMC Group's Plans subject to Title IV of ERISA and all trusts created thereunder which have been terminated, and all "reportable events," as that term is defined in Section 4043 of ERISA. Except as may be specified in EXHIBIT 3.3(m) hereto, none of such Plans and no such trust has been terminated, nor has any such "reportable event" occurred with respect to any such Plans since the effective date of ERISA. The present value, on a plan termination basis, of all benefits accrued under each Plan sponsored or contributed to by any member of the KMC Group and subject to Title IV of ERISA did not, as of the most recent annual report on Form 5500 required valuation date, exceed the fair market value of the assets of such Plan as of such date. No members of the KMC Group have ever been sponsors of, and/or a contributing employer to, a multi-employer pension plan subject to the provisions of Section 4201, ET SEQ., of ERISA; or if they have, they have been filed with never incurred any withdrawal liability thereunder, nor will they incur any such liability as a result of the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts consummation of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor transactions contemplated by this agreement; or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company if they will, at or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), prior to the extent applicableClosing Date, (A) they will pay or otherwise satisfy such liability in full and/or establish an escrow fund or secure a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority bond in an appropriate amount with respect to such plan; and (C) any document comparable the same with an escrow agent and/or a bonding company reasonably satisfactory to the determination letter referenced pursuant Buyer and in a manner agreeable to clause (ii) above issued by applicable law. No member of the KMC Group has ever been a Governmental Authority relating sponsor of, or a contributing employer to, a single employer pension plan subject to the satisfaction provisions of law necessary Section 4041, ET SEQ., of ERISA; nor has it ever incurred any liability thereunder or under Section 4062, ET SEQ., of ERISA, nor will it incur any such liability as a result of the consummation of any of the transactions contemplated by this agreement; or if any of them will, at or prior to obtain the most favorable Tax treatmentClosing Date, they will pay or otherwise satisfy such liability in full and/or establish an escrow fund or secure a bond with respect to the same as provided in the preceding sentence.

Employee Plans. (a) Section 3.18(a)(i3.15(a) of the Company Disclosure Letter sets forth a truecomplete and accurate list of each material Employee Plan. (b) Each Employee Plan has been maintained, correct operated and complete listadministered in compliance with its terms and with applicable Law, as except where such failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Neither the execution or delivery by the Company of this Agreement nor the consummation of the date of transactions contemplated by this AgreementAgreement will (i) result in any payment or benefit becoming due or payable, of all material Employee Plansor required to be provided, and Section 3.18(a)(ii) to any current or former director, employee or independent contractor of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments the Company Subsidiary, (other than those pursuant ii) increase the amount or value of any benefit or compensation otherwise payable or required to which severance is required by applicable Law). With be provided to any such current or former director, employee or independent contractor, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, or (iv) result in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (d) Neither the Company nor any of its Subsidiaries sponsors, has sponsored or has any obligation with respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the Company has made available to Parent true, correct and complete copies of any employee benefit plan that provides for (i) any postemployment or post-retirement health or medical or life insurance benefits for retired or former employees or beneficiaries or dependents thereof, except as required by Section 4980B of the current plan documents and current summary plan descriptions; Code or other applicable Law, or (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies final average pay or other Contracts of any funding arrangements; defined benefit pension benefits. (ve) any notices There has been no change to the compensation, benefits or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit other employment terms and conditions of any employee of the Company or any of its Subsidiaries whose principal work location is outside since August 24, 2017 other than in the ordinary course of business consistent with past practice. (f) The Company’s or its applicable Subsidiaries’ obligations to provide severance pay to its Israeli employees and vacation and any contributions to pension arrangements and provident funds have been fully funded, or if not required under any applicable Law or Contract to be fully funded, are accrued on the Company’s financial statements (including with regard to any period of employment with a previous employer in the case of employees who transferred to the employment of the United States (the “International Employee Plans”Company with continuity of entitlements), to the extent applicablein each case, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentother than immaterial amounts.

Employee Plans. Section 3.18(a)(i(a) Schedule 5.20(a) sets forth all pension, savings, retirement, health, insurance, severance and other employee benefit or fringe benefit plans maintained or sponsored by the Company and any trade or business (whether or not incorporated) under common control with the Company within the meaning of Sections 414(b), (c), (m) or (o) of the Code (the "Controlled Group"), or with respect to which the Company Disclosure Letter sets forth a truehas any responsibility or liability (collectively referred to herein as the "Plans"). Notwithstanding the foregoing, correct and complete list"Plans" shall not include employment related contracts deemed to have been created by conduct, as oral statements, written rules or policies or other publications, none of which were published or stated intending to create an employment related contract nor, to the knowledge of the date Company, has been asserted as the basis for the claimed existence of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law)an employment related contract. With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicablePlans, the Company has made available and any member of the Controlled Group have delivered to Parent true, correct and complete or its representatives current copies of of: (i) the current plan documents Plan documents, and, where applicable, related trust agreements, and current summary plan descriptionsany related agreements which are in writing; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee summary Plan that is intended to qualify pursuant to Section 401(a) of the Codedescriptions; (iii) the most recent annual report on Form 5500 required Internal Revenue Service determination letter relating to have been filed with the IRS each Plan for each Employee Plan, including all schedules theretowhich a letter of determination was obtained; (iv) any related trust agreementsto the extent required to be filed, insurance contracts, insurance policies or other Contracts the most recent Annual Report (Form 5500 Series and accompanying schedules of any funding arrangementseach Plan and applicable financial statements) as filed with the Internal Revenue Service; and (v) any notices to or from audited financial statements, if any. (b) In all material respects, each Plan conforms to, and its administration is in substantial compliance with, all applicable requirements of law, including, without limitation, ERISA and the IRS or any office or representative Code and all of the United States Department of Labor or any similar Governmental Authority relating Plans are in full force and effect as written, and all premiums, contributions and other payments required to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of be made by the Company or any of its Subsidiaries whose principal work location is outside member of the United States Controlled Group under the terms of any Plan have been made or accrued. (c) Each Plan maintained by the “International Employee Plans”)Company or any member of the Controlled Group that is intended to be qualified under Section 401(a) of the Code and each trust maintained pursuant thereto has been determined to be exempt from Federal taxation by the Internal Revenue Service and has a favorable determination letter from the Internal Revenue Service with respect to each such Plan, and, to the extent applicableknowledge of the Company, (A) a summary nothing has occurred since the date of such International Employee letter which could adversely impact such qualification and tax exemption. No Plan maintained by the Company or any member of the Controlled Group that is an employee welfare benefit plan as defined in Section 3(1) of ERISA (the "Welfare Plan, ") is funded through a voluntary employees' beneficiary association as defined in Section 501(c)(9) of the Code. (Bd) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatment.Except as set forth in Schedule 5.20

Employee Plans. Section 3.18(a)(i) Schedule 3.18 of the Company Seller Disclosure Letter sets forth a true, correct Schedule lists all written and complete list, as of the date of this Agreement, of all material unwritten Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or . Each Employee Plan providing for severance payments (is in compliance in all respects with its terms and the applicable provisions of ERISA, the Code and all other than those pursuant Laws applicable to which severance is such Employee Plan. Each Seller Company has performed, in all respects, all obligations required by applicable Law). With to have been performed under or with respect to each material the Employee Plans. No Employee Plan providing benefits to employees whose principal work location is in the United Statesis, to the extent applicablenor do any Seller Company or any ERISA Affiliate had, the Company has made available to Parent truehave or may have any liability or obligation (contingent or otherwise) under, correct and complete copies of now or at any time: (i) a plan subject to Section 412 of the current plan documents and current summary plan descriptionsCode and/or Title IV of ERISA; (ii) a “multiemployer plan” (within the most recent determination meaning of Section 3(37) of ERISA), or opinion letter(iii) a multiple employer plan subject to Section 413(c) of the Code. All group health plans of each Seller Company and any ERISA Affiliate have been operated in compliance with the group health plan continuation coverage requirements of Section 4980B of the Code and any similar state laws (collectively, if any“COBRA”) to the extent such requirements are applicable. None of the Seller Companies has any liability for benefits, from including, without limitation, death or medical benefits, to employees following retirement or other termination of service under any of the IRS for any Employee Plan that is Plans or otherwise, other than pursuant to COBRA. The Employee Plans which are “employee pension benefit plans” within the meaning of Section 3(2) of ERISA, and which are intended to qualify pursuant to meet the qualification requirements of Section 401(a) of the Code; (iii, meet the requirements for such qualification, and the related trusts are exempt from taxation under Section 501(a) of the most recent annual report on Form 5500 required to have been filed with Code. None of the IRS for each Seller Companies or any ERISA Affiliate or any fiduciary, trustee or administrator of any Employee Plan, including all schedules thereto; (iv) has engaged in or, in connection with the Transactions, will engage in, any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating transaction with respect to any material compliance issues in respect of Employee Plan which would subject any such Employee Plan during Plan, any Seller Company, any ERISA Affiliate or the past three yearsBuyer to a tax, penalty or liability for a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code. With respect to each material Each Employee Plan that is maintained in any constitutes a “non-United States jurisdiction primarily for qualified deferred compensation plan” within the benefit meaning of any employee Section 409A of the Company or any Code complies in both form and operation with the requirements of its Subsidiaries whose principal work location is outside Section 409A of the United States (the “International Code. The Seller Companies and each of their Affiliates have, for purposes of each Employee Plans”)Plan and for all other purposes, to the extent correctly classified all individuals performing services for any Seller Company as common law employees, leased employees, independent contractors or agents, as applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatment.

Employee Plans. (a) Section 3.18(a)(i3.9(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement, of all material Company Employee Benefit Plans and material Company Employee Agreements (collectively, the “Company Plans, and Section 3.18(a)(ii”). (b) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicableCompany Plan, the Company has made available to Parent a true, correct and complete copies of copy of: (i) the current plan documents each written Company Plan and current summary plan descriptionsall amendments thereto, if any; (ii) the most recent determination or opinion letterAnnual Report (Form 5500 Series) including all applicable schedules, if any; (iii) the current summary plan description and any material modifications thereto, if any, or any written summary provided to participants with respect to any plan for which no summary plan description exists; (iv) the most recent determination letter (or if applicable, advisory or opinion letter) from the IRS for any IRS, if any; and (v) the trust agreement, insurance contract or funding agreements relating to such Company Plan. (c) Each Company Employee Benefit Plan that is intended to qualify pursuant to be “qualified” within the meaning of Section 401(a) of the Code; Code has been the subject of a favorable determination letter (iiior, if applicable, advisory or opinion letter) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative that has not been revoked, and to the Knowledge of the United States Department Company, no event has occurred and no condition exists that would reasonably be expected to materially adversely affect the qualified status of Labor any such Company Employee Benefit Plan or any similar Governmental Authority relating to result in the imposition of any material compliance issues liability, penalty or tax under ERISA or the Code in respect of a Company Employee Benefit Plan. (d) Except as has not resulted in any material liability under ERISA or the Code, (i) each Company Employee Benefit Plan has been operated and administered in all material respects in accordance with its provisions and in compliance with all applicable provisions of ERISA and the Code; and (ii) all payments and contributions required to be made under the terms of any Company Employee Benefit Plan have been made or the amount of such Employee Plan during payment or contribution obligation has been reflected in the past three years. With Available Company SEC Documents which are publicly available prior to the Agreement Date. (e) Neither the Company, any Company Subsidiary nor any Company ERISA Affiliate has in the preceding six (6) years maintained, participated in or contributed to (or been obligated to contribute to), or can reasonably expect to have future liability with respect to each material Employee Plan (i) any employee pension benefit plan that is maintained subject to Title IV of ERISA or Section 412 of the Code or (ii) a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA). No Company Plan provides for post-retirement or other post-employment welfare benefits (other than health care continuation coverage as required by Section 4980B of the Code or ERISA or coverage through the end of the calendar month in which a termination of employment occurs). (f) Except (x) as set forth in Section 3.9(f) of the Company Disclosure Letter, (y) as provided in Section 2.6 of this Agreement, or (z) for payments that are expressly permitted under Sections 5.2(b)(ii) or (b)(xi) of this Agreement or of the corresponding sections of the Company Disclosure Letter, neither the execution of this Agreement nor the consummation of the Merger will, either alone or in combination with another event, whether contingent or otherwise: (i) result in any non-United States jurisdiction primarily for payment (whether of bonus, change in control, retention, severance pay or otherwise); or (ii) create any limitation or restriction on the benefit right of the Company or any Company Subsidiary to merge, amend or terminate any Company Plan. (g) Except as set forth on Section 3.9(g) of the Company Disclosure Letter, no amount payable to any current or former employee of the Company or any of its Subsidiaries whose principal work location is outside Company Subsidiary as a result of the United States execution and delivery of this Agreement or the consummation of the Merger (either alone or in combination with any other event) would be an “excess parachute payment” within the meaning of Section 280G of the Code or would be nondeductible under Section 280G of the Code. No Company Plan provides for a “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report gross-up” or similar compliance documents required to be filed with payment in respect of any Governmental Authority with respect to such plan; and (C) any document comparable to Taxes that may become payable under Sections 409A or 4999 of the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentCode.

Employee Plans. Section 3.18(a)(i(a) None of the Group Companies have any agreement, arrangement, commitment or obligation, whether formal or informal, whether written or unwritten and whether legally binding or not, to continue, modify or amend any existing Company Disclosure Letter sets forth a trueBenefit Plan, correct and complete list, as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing except for severance payments (other than those pursuant to which severance is amendments required by applicable Law). Law with respect to which the amendment deadline has not yet lapsed. (b) With respect to each Company Benefit Plan, the Company has provided SPAC with a current, true and complete copy (or, if such Company Benefit Plan is not in writing, an accurate summary of the material Employee Plan providing benefits to employees whose principal work location is in the United Statesterms) thereof (including all amendments thereto) and, to the extent applicable, the Company has made available to Parent true, correct and complete copies of : (i) the current plan documents and current most recent summary plan descriptionsdescription, and all summaries of material modifications related thereto, distributed with respect to such Company Benefit Plan; (ii) the most recent determination or opinion letterall Contracts related to such Company Benefit Plan, if anyincluding all trust agreements, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Codeinsurance Contracts, annuity Contracts and service provider agreements; (iii) the most recent annual report on Form 5500 (including all schedules and other attachments thereto); (iv) all nonroutine notices and correspondence since December 31, 2018 to or from any Governmental Entity (including social security authorities) relating to such Company Benefit Plan; and (v) all nondiscrimination, top-heavy and Code Section 415 and other year-end compliance tests performed with respect to such Company Benefit Plan for the three most recently completed plan years. (c) With respect to each Company Benefit Plan: (i) such Company Benefit Plan has been established, maintained, administered, operated and funded in all material respects in accordance with its terms and in compliance with all applicable requirements of all applicable Laws, including ERISA, the Code (and the regulations and rulings issued thereunder) and the ACPA, and each Group Company has properly performed in all material respects all of its duties and obligations under or with respect to such Company Benefit Plan; (ii) no Group Company, no ERISA Affiliate and no other Person has breached any fiduciary duty imposed upon it by ERISA or any other Law (including the ACPA); (iii) except as could not result, individually or in the aggregate, in a material liability to any Group Company, no prohibited transaction within the meaning of Section 406 or 407 of ERISA or Section 4975 of the Code (and not otherwise exempt under Section 408 of ERISA and Section 4975(c)(2) or 4975(d) of the Code) has occurred; (iv) except as could not result, individually or in the aggregate, in a material Liability to any Group Company all contributions, premiums and other payments due or required to have been filed paid to (or with respect to) such Company Benefit Plan on or before the Closing have been timely paid in accordance with the IRS for each Employee Planterms of such Company Benefit Plan and applicable Law or, including all schedules theretoif not due until after the Closing Date, have been properly accrued to the extent required in connection with the preparation of the Company’s financial statements; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; and (v) no Group Company has incurred (whether or not assessed), any notices to material penalty, Tax, fine, Lien or from Liability under ERISA, the IRS Code or any office other Law. No Group Company has incurred (whether or representative not assessed) any assessable payment, penalty, Tax or Liability under Section 4980B, 4980D, 4980H, 5000, 6721 or 6721 of the United States Department of Labor Code or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three yearsother Law. With respect to each material Employee plan or arrangement that would be a Company Benefit Plan but for the fact that such plan or arrangement is maintained or sponsored by a Governmental Entity, except as could not result, individually or in the aggregate, in a material Liability to any non-United States jurisdiction primarily for the benefit of any employee Group Company, all contributions required to have been made by or on behalf of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority Group Companies with respect to such plan or arrangement on or before the Closing have been timely made or, if not due until after the Closing Date, have been properly accrued to the extent required in connection with the preparation of the Company’s financial statements. (d) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and its related trust is exempt from taxation under Section 501(a) of the Code. Each such Company Benefit Plan is the subject of a current, unrevoked favorable determination letter from the IRS (or, in the case of a prototype, volume submitter or other pre-approved plan; , is the subject of a current, unrevoked favorable opinion or advisory letter issued by the IRS to the sponsor of such prototype or volume submitter plan and upon which the Group Companies and such Company Benefit Plan are entitled, under applicable IRS guidance, to rely) as to such Company Benefit Plan’s qualified status under the Code. To the Company’s knowledge, nothing has occurred (Cor failed to occur), and no facts or circumstances exist, that could adversely affect the qualified status of any such Company Benefit Plan or the exempt status of its related trust. (e) No Group Company or ERISA Affiliate has ever maintained, sponsored, participated in or contributed to (or been obligated to maintain, sponsor, participate in or contribute to), or has (or could have) any document comparable current or future Liability (including any contingent Liability) under or with respect to: (i) any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is or, at any time, was subject to Section 302 or 303 of ERISA, Title IV of ERISA or Section 412 or 430 of the determination letter referenced pursuant to clause Code; (ii) above issued by a Governmental Authority relating any “multiemployer plan” as defined in Section 3(37) of ERISA; (iii) any multiple employer plan within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code; or (iv) any “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. (f) No Group Company or Company Benefit Plan provides (or contributes toward the cost of) or has any obligation or agreement to provide (or contribute toward the cost of), life insurance, medical or other welfare benefits (within the meaning of Section 3(1) of ERISA) to any current or former owner, director, manager, officer, employee, consultant, independent contractor or service provider of or to the satisfaction Group Companies or any ERISA Affiliate (or the spouse, domestic partner, dependent or beneficiary of law any such individual) after their retirement or other termination of ownership, employment or service, except to the extent required by COBRA or the ACPA or any other Law (at the sole expense of the covered individual or for a limited period of time following a termination of employment pursuant to the terms of an existing employment, severance or similar agreement in effect as of the date hereof). (g) Each Company Benefit Plan that provides, in any part, nonqualified deferred compensation that is subject to Section 409A of the Code in all material respects satisfies the documentary and operational requirements of Section 409A(a)(2), 409(A)(a)(3), and 409A(a)(4) of the Code and all applicable guidance issued thereunder (and has satisfied such requirements for the entire period during which Section 409A of the Code has applied to such Company Benefit Plan), and no additional Tax under Section 409A(a)(1)(b) of the Code has been or could reasonably be expected to be incurred by any participant or beneficiary in any such Company Benefit Plan. No Group Company has any obligation or agreement (whether under a Company Benefit Plan or otherwise) to reimburse, “gross up,” indemnify or otherwise compensate any individual for any Taxes or interest imposed under Section 4999 or 409A of the Code. (h) Each Non-U.S. Company Benefit Plan that is intended to qualify for any preferential Tax treatment meets all of the requirements for such treatment and has obtained all approvals of all relevant Governmental Entities that are necessary to obtain qualify for such Tax treatment. Each Non-U.S. Company Benefit Plan is registered where required by, and has been maintained in good standing under, all applicable Laws and with all relevant Governmental Entities. No Non-U.S. Company Benefit Plan would be considered a “defined benefit plan” within the meaning of Section 3(35) of ERISA if such plan were subject to ERISA. To the extent any Non-U.S. Company Benefit Plan is not fully funded or fully offset by insurance coverage, any unfunded or underfunded liabilities in respect of such plan have been properly accrued to the extent required under applicable accounting standards. (i) There are no claims or Proceedings (other than routine claims for benefits) pending or, to the Company’s Knowledge, threatened with respect to (or against the assets of) any Company Benefit Plan. No investigation, audit or other Proceeding by any Governmental Entity (including social security authorities) is pending or in progress with respect to any Company Benefit Plan. (j) There has been no amendment, interpretation or other announcement (written or oral) by the Group Companies, any ERISA Affiliate or any other Person relating to, or change in participation or coverage under, any Company Benefit Plan that, either alone or together with other such items or events, could materially increase the expense to the Group Companies of maintaining such Company Benefit Plan (or the Company Benefit Plans taken as a whole) above the level of expense incurred by the Group Companies with respect thereto for the most favorable recent fiscal year included in the Financial Statements. (k) Each Company Benefit Plan can be terminated by the applicable Group Company in accordance with its written terms without the consent of any Person and without any penalty, cost, expense or Liability to the Company, SPAC, Merger Sub, any of their respective Subsidiaries or Affiliates or such Company Benefit Plan, other than routine, immaterial administrative expenses of the type typically incurred in connection with the termination of similar employee benefit plans termination. (l) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will or could (either alone or in combination with any other event) (i) entitle any current or former employee, director, manager, officer, consultant, independent contractor or other service provider of or to any Group Company to any severance, retention or change of control payments or benefits or to any other payment (whether under a Company Benefit Plan or otherwise and whether in cash or equity); (ii) result in any payment or benefit becoming due to or result in the forgiveness of any Indebtedness of any current or former employee, director, manager, officer, consultant, independent contractor or other service provider of or to any Group Company (whether under an Company Benefit Plan or otherwise), (iii) increase the amount or value of any compensation or benefits due or payable to any current or former employee, director, manager, officer, consultant, individual independent contractor or other service provider of or to any Group Company, (iv) result in the acceleration of the time of payment or vesting, or trigger any payment or funding of any compensation or benefits to any current or former employee, director, manager, officer, consultant, individual independent contractor or other service provider of or to any the Group Company (whether under a Company Benefit Plan or otherwise); or (v) impair any of the rights of the Company, SPAC, or any of their respective Subsidiaries or Affiliates with respect to any Company Benefit Plan, including the right to amend, terminate, merge or transfer the asset of any Company Benefit Plan. (m) No amount that could be received (whether in cash or property or the vesting of property) by any “disqualified individual” of any Group Company under any Company Benefit Plan or otherwise as a result of the consummation of the Transactions could, separately or in the aggregate, be nondeductible under Section 280G of the Code or subjected to an excise Tax treatmentunder Section 4999 of the Code.

Employee Plans. (a) Section 3.18(a)(i4.9(a) of the Company Disclosure Letter sets forth a true, correct complete and complete list, as accurate list of the date of this Agreement, of all each material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance any offer letter or other employment Contract that (i) is required terminable “at-will” or following a notice period imposed by applicable Law, (ii) does not provide for severance, equity or equity-based compensation or retention, change of control, transaction or similar bonuses other than severance payments required to be made by the Company or any Company Subsidiaries under applicable foreign Law, and (iii) does not materially deviate from the Company’s standard form made available to Parent prior to the Agreement Date). . (b) With respect to each material Employee Company Plan providing benefits (excluding for this purpose offer letters that do not materially deviate from the Company’s standard form made available to employees whose principal work location is in the United States, Parent prior to the extent applicableAgreement Date), the Company has made available to Parent truea true and correct copy of, correct and complete copies of as applicable: (i) each written Company Plan and all amendments thereto, if any, or, with respect to any unwritten Company Plan, a summary of the current plan documents and current summary plan descriptionsmaterial terms thereof; (ii) the most recent determination or opinion lettercurrent summary plan description of each Company Plan and any material modifications thereto, if any, from the IRS or any written summary provided to participants with respect to any plan for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Codewhich no summary plan description exists; (iii) the most recent determination letter (or if applicable, advisory or opinion letter) from the Internal Revenue Service or other Governmental Authority; (iv) the most recent annual report on Form 5500 or such similar report, statement or information return required to have been be filed with the IRS for each Employee Planor delivered to any Governmental Authority, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangementsif any; (v) all material non-routine communications with any notices Governmental Authority regarding any Company Plan; (vi) the most recent nondiscrimination tests required to be performed under the Code; and (vii) the most recent financial statements and actuarial or other valuation reports prepared with respect thereto. (c) Neither the Company nor any other Person that would be or, at any relevant time, would have been considered a single employer with the Company under the Code or ERISA has during the past six (6) years maintained, contributed to, or been required to contribute to and neither the Company nor any Company Subsidiary has any current or contingent liability or obligation under or with respect to (i) a plan subject to Title IV of ERISA or Code Section 412, including any “single employer” defined benefit plan or any “multiemployer plan” each as defined in Section 4001 of ERISA, (ii) a “multiple employer plan” as defined in Section 413(c) of the Code, or (iii) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (d) Each Company Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code or receive any other favorable tax treatment, is so qualified and is the subject of a favorable determination letter (or, if applicable, advisory or opinion letter) from the Internal Revenue Service that has not been revoked or meets the requirements for such treatment and, to the Knowledge of the Company, no event has occurred and no facts or conditions exist that would reasonably be expected to adversely affect the qualified status of any such Company Plan or result in the imposition of any liability, penalty or Tax under ERISA, the Code or other applicable Law. Except as would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, or breach of fiduciary duty has occurred with respect to any Company Plan. Neither the Company nor any Company Subsidiary has any liability (whether or not assessed) under Sections 4980D, 4980H, 6721 or 6722 of the Code. (e) Except to the extent required under Section 601 et seq. of ERISA or 4980B of the Code (or any other similar state or local Law) for which the covered Person bears the full cost of coverage, neither the Company or any Company Subsidiary nor any Company Plan has any present or future obligation to provide post-employment or post-termination welfare benefits to or from make any payment to, or with respect to, any Person including any former employee, officer or director or contractor of the IRS Company or any office Company Subsidiary pursuant to any retiree medical benefit plan or representative other retiree welfare plan or Company Plan. (f) Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each Company Plan has been established, maintained, funded, operated and administered in accordance with its provisions and in material compliance with all applicable provisions of ERISA, the Code and other applicable Law; (ii) all payments and contributions required to be made under the terms of any Company Plan have been made or the amount of such payment or contribution obligation has been reflected in the Company SEC Reports which are publicly available prior to the Agreement Date; and (iii) no disputed claims for benefits or Legal Proceeding is pending or, to the Knowledge of the United States Department of Labor Company, threatened in connection with any Company Plan, other than routine claims for benefits that have been or are being handled through an administrative claims procedure. (g) Neither the Company nor any similar Governmental Authority relating Company Subsidiary maintains any obligations to indemnify, “gross-up” or reimburse any material compliance issues individual in respect of any Taxes or related interest or penalties incurred by such Employee individual, including under Sections 409A or 4999 of the Code or otherwise. (h) Each Company Plan during subject to Section 409A of the past three years. With respect to each material Employee Plan that is Code (if any) has been operated and maintained in compliance in all material respects therewith, such that no Taxes or interest will be due and owing in respect of such Company Plan failing to be in compliance therewith. (i) Except as set forth in Section 4.9(i) of the Company Disclosure Letter, neither the execution of this Agreement nor the consummation of the Transactions (alone or in conjunction with any non-United States jurisdiction primarily for other event, including any termination of employment on or following the benefit of Effective Time) will (i) entitle any current or former director, officer, employee or individual independent contractor of the Company or any of its the Company Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”)to any compensation or benefit, to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits or trigger any other material obligation under any Company Plan or otherwise, (iii) result in any breach or violation of, default under or limit the Company’s right to amend, modify or terminate any Company Plan or (iv) give rise to payments or benefits that, separately or in the aggregate, could be nondeductible to the satisfaction payor under Section 280G of law necessary to obtain the most favorable Code or would result in an excise Tax treatmenton any recipient under Section 4999 of the Code.

Employee Plans. (a) Section 3.18(a)(i3.10(a) of the Company Disclosure Letter Schedule sets forth a truelist of all benefit and compensation plans, correct and complete listcontracts, as policies or arrangements, including each employee benefit plan within the meaning of Section 3(3) of ERISA, benefit program or practice providing for bonuses, incentive compensation, vacation pay, severance pay, insurance, restricted stock, stock options, employee discounts, company cars, tuition reimbursement or any other perquisite or benefit, which is currently maintained or contributed to (or with respect to which any obligation to contribute has been undertaken) by the Company or any ERISA Affiliate for the benefit of current or former employees of the date Company and the Company Subsidiaries and current or former directors of this Agreementthe Company and the Company Subsidiaries (collectively, of all material the “Employee Plans, and Programs”). Each Employee Program that is intended to qualify under Section 3.18(a)(ii401(a) of the Company Disclosure Letter separately sets forth each Contract Code has received a favorable determination or Employee Plan providing for severance payments opinion letter from the Internal Revenue Service (other than those pursuant the “IRS”) regarding its qualification thereunder and, to which severance the Company’s knowledge, no event has occurred and no condition exists that is required by applicable Law). reasonably expected to result in the revocation of any such determination. (b) With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicableProgram, the Company has provided, or made available available, to Parent true, correct and complete copies of (if applicable to such Employee Program): (i) all documents embodying or governing such Employee Program, and any funding medium for the current plan documents and current summary plan descriptionsEmployee Program (including trust agreements); (ii) the most recent IRS determination or opinion letter, if any, from the IRS for any letter with respect to such Employee Plan that is intended to qualify pursuant to Program under Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been recently filed with the IRS for each Employee Plan, including all schedules theretoForms 5500; (iv) any related trust agreements, insurance contracts, insurance policies the most recent summary plan description for such Employee Program (or other Contracts descriptions of any funding arrangementssuch Employee Program provided to employees) and all modifications thereto; (v) any notices to or from all correspondence with the IRS or any office or representative of the United States Department of Labor or the IRS; and (vi) any similar Governmental Authority relating insurance policy information related to such Employee Program. (c) Each Employee Program has been administered in accordance with the requirements of applicable Law, including ERISA and the Code, except as would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect, and has been administered and operated in all material respects in accordance with its terms. No Employee Program is subject to Title IV of ERISA, is an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Code, is a voluntary employees’ beneficiary association or is a multiemployer plan within the meaning of ERISA Section 3(37). (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any ERISA Affiliate, of all amounts that the Company and any ERISA Affiliate are required under the terms of the Employee Programs to have paid as contributions to such Employee Programs on or prior to the date hereof (excluding any amounts not yet due) and the contribution requirements, on a prorated basis, for the current year have been made or otherwise properly accrued on the books and records of the Company through the Closing Date. (e) Neither the Company, an ERISA Affiliate or any person appointed or otherwise designated to act on behalf of the Company, or an ERISA Affiliate, nor, to the knowledge of the Company, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in any transactions in connection with any Employee Program that is reasonably expected to result in the imposition of a material penalty pursuant to Section 502(i) of ERISA, material damages pursuant to Section 409 of ERISA or a material Tax pursuant to Section 4975(a) of the Code. (f) No material liability, claim, action or litigation has been made, commenced or, to the knowledge of the Company, threatened with respect to any material compliance issues Employee Program (other than claims for benefits payable in respect the ordinary course of business). (g) Except as set forth in Section 3.10(a) of the Company Disclosure Schedule, no Employee Program provides for medical, life insurance or other welfare plan benefits (other than under Section 4980B of the Code or state health continuation Laws) to any current or future retiree or former employee and all such plans have effectively reserved the right to amend or terminate such plans without participant consent. (h) Except as set forth in Section 3.10(h) of the Company Disclosure Schedule, neither the Company nor any of the Company Subsidiaries is a party to any contract, agreement, plan or arrangement covering any persons that, individually or collectively, could give rise to the payment of any such Employee Plan during amount that would not be deductible by reason of Section 280G of the past three years. With respect to each material Employee Plan that is maintained Code, or would constitute compensation in any non-United States jurisdiction primarily for excess of the benefit limitations set forth in Section 162(m) of the Code. (i) Except as set forth in Section 3.10(i) of the Company Disclosure Schedule, none of the execution of this Agreement, shareholder approval of this Agreement or consummation of the Merger or the other the transactions contemplated by this Agreement will (i) entitle any employee of the Company or any Company Subsidiary to severance pay or any increase in severance pay upon any termination of its Subsidiaries whose principal work location is outside of employment after the United States (the “International Employee Plans”)date hereof, to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, any Employee Program (other than as contemplated by Section 2.1(e)), (iii) result in any breach or violation of, or a Governmental Authority relating default under, any Employee Program or (iv) result in any payment that would be a “parachute payment” to a “disqualified individual” as those terms are defined in Section 280G of the satisfaction of law necessary Code, without regard to obtain whether such payment is reasonable compensation for personal services performed or to be performed in the most favorable Tax treatmentfuture.

Employee Plans. Section 3.18(a)(i(a) Schedule 3.10(a) lists all Employee Benefit Plans (i) providing benefits to any officer, director, employee, retiree, former employee or agent, of a Group Company or any of such Person’s dependents, survivors or beneficiaries; (ii) which is sponsored, maintained or contributed to by a Group Company; or (iii) with respect to which a Group Company has any Liability under ERISA or the Code, including any contingent Liability in relation to an ERISA Affiliate (collectively, the “Company Disclosure Letter sets Employee Benefit Plans”). (b) Except as set forth a trueon Schedule 3.10(b), correct each Employee Benefit Plan has been maintained and complete listadministered in accordance with its terms and in compliance in all material respects with the applicable requirements of ERISA, as of the Code and any other applicable Laws. The Group Companies have, during the five (5) years preceding the date of this Agreement, properly performed all of their duties and obligations under or with respect to each Company Employee Benefit Plan, including all material Employee Plansfiduciary, reporting, disclosure, and notification duties and obligations under the applicable requirements of any Law. Each Company Employee Benefit Plan that is intended to be qualified under Section 3.18(a)(ii401(a) or 501(a) of the Code has received a favorable determination letter from the U.S. Internal Revenue Service or, if applicable, is relying on a favorable determination letter or similar letter received by the prototype plan sponsor, and the related trusts have been determined to be exempt from taxation. To the Company’s knowledge, nothing has occurred since the date of such determination letter that would cause the loss of such qualification or exemption, and no assessment of any Taxes has been made or, to the Company’s knowledge, is threatened against any Group Company, or any related trust of any Company Disclosure Letter separately sets Employee Benefit Plan, on the basis of a failure of such qualification or exemption. Except as set forth on Schedule 3.10(c), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or upon the occurrence of any additional or subsequent event) will (i) entitle any Person to any payment, forgiveness of indebtedness, vesting, distribution, or increase in benefits under or with respect to any Company Employee Benefit Plan, (ii) trigger any acceleration of vesting or payment of benefits under or with respect to any Company Employee Benefit Plan, (iii) trigger any obligation to fund any Company Employee Benefit Plan, or (iv) limit or restrict the ability of the Group Companies to amend or terminate any Company Employee Benefit Plan. (c) Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement, either alone or in combination with another event, will result in any amount paid or payable by any of the Group Companies (or any of their Affiliates or by any Person who acquires ownership or effective control of the Company and/or its Subsidiaries or ownership of a substantial portion of the their assets (within the meaning of section 280G of the Code)): (i) constituting an “excess parachute payment” within the meaning of Code Section 280G or Code Section 4999, or (ii) being not deductible by the Company by reason of Code Section 280G. Schedule 3.10(c) lists each Contract Person who the Group Companies reasonably believe is, with respect to the Group Companies and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder). (d) No Company Employee Benefit Plan is an Employee Pension Benefit Plan and neither the Company nor any ERISA Affiliate has any Liability in connection with or an obligation to contribute to an Employee Pension Benefit Plan. No Company Employee Benefit Plan providing for severance payments (which is an Employee Welfare Benefit Plan provides or promises post-retirement health or life benefits to current employees or retirees of the Company beyond their retirement date or other than those pursuant to which severance is termination of service, except as required by applicable Law). No Company Employee Benefit Plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (e) All contributions which are due under the terms of each Company Employee Benefit Plan (including all employer contributions and employee salary reduction contributions) have been timely made or paid by the due date thereof and all contributions for any period ending on or before the date of this Agreement which are not yet due have been paid or properly accrued in on the Latest Balance Sheet in accordance with applicable Law. All premiums or other payments for all periods ending on or before the Closing Date have been (or prior to the Closing Date will be) paid with respect to each Company Employee Benefit Plan. (f) With respect to the Company Employee Benefit Plans no event has occurred, and there exists no condition or set of circumstances, in connection with which the Group Companies 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 the Company Employee Benefit Plans or any applicable Law. None of the Company Employee Benefit Plans are under investigation by the U.S. Internal Revenue Service or U.S. Department of Labor. No claim, action, suit or proceeding is pending or, to the Company’s knowledge, threatened, with respect to any Company Employee Benefit Plan (other than routine claims for benefits in the ordinary course of business) and no fact exists which could reasonably be expected to give rise to any such claim, action, suit or proceeding. 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 Company Employee Benefit Plan. (g) Each Company Employee Benefit Plan that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code has been operated in good faith compliance with Section 409A of the Code and the guidance of the IRS provided thereunder. No Group 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. (h) The Group Companies, each ERISA Affiliate and each Company Employee Benefit Plan that is a “group health plan” as defined in Section 733(a)(1) of ERISA are 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. No Group Company nor any ERISA Affiliate has incurred, and nothing has occurred, and no condition or circumstance exists that could subject a Group Company or any ERISA Affiliate to, any penalty or excise Tax under Code Sections 4980D or 4980H. (i) With respect to each material Company Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicableBenefit Plan, the Company has made available to Parent trueBuyer copies, correct and complete copies to the extent applicable, of (i) the current plan and trust documents and current the most recent summary plan descriptions; description, (ii) the most recent determination or opinion letterannual report (Form 5500 series), if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Planfinancial statements, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report U.S. Internal Revenue Service determination letter, (v) a written summary of the material terms of any Company Employee Benefit Plan that is not set forth in a written document, (vi) all material and non-routine notices, letters, or similar compliance documents required other correspondence to be filed with or from any Governmental Authority with respect Entity within the last three (3) years, including any filings or applications to such plan; any Governmental Entity pursuant to any amnesty or correction program, and (Cvii) any document comparable to all non-discrimination tests for the determination letter referenced pursuant to clause three (ii3) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentrecently completed plan years.

Employee Plans. Except as set forth in the Company Disclosure Letter, all employee benefit, welfare, bonus, deferred compensation, pension, profit sharing, stock option, employee stock ownership, consulting, severance, or fringe benefit plans, formal or informal, written or oral and all trust agreements related thereto, relating to any present or former directors, officers or employees of Company or Company Subsidiaries ("Company Employee Plans") have been maintained, operated, and administered in substantial compliance with their terms and currently comply, and have at all relevant times complied, in all material respects with the applicable requirements of ERISA, the Code, and any other applicable laws. Neither Company nor any Company Subsidiary maintains any defined benefit plan (as defined in Section 3.18(a)(i3(35) of ERISA) and, except for amendments adopted since January 1, 2003 to Company Employee Plans intended to be qualified under Section 401(a) of the Code not materially affecting the qualified status of the plans (which are disclosed in, and copies of which have been delivered with, the Company Disclosure Letter sets forth Letter), each such plan as amended (and any trust relating thereto) either (i) has been determined by the IRS to be so qualified or (ii) is the subject of a truepending application for such determination that was timely filed. In addition, correct and complete list(a) no defined benefit plan previously maintained by the Company or any Company Subsidiary, as of if any, has been terminated in the six years preceding the date of this Agreement, nor has the PBGC instituted proceedings to terminate any such defined benefit plan or to appoint a trustee or administrator of all material Employee Plansany such defined benefit plan, and no circumstances exist that constitute grounds under Section 3.18(a)(ii4042(a)(2) of ERISA entitling the PBGC to institute any such proceedings and (b) Company has not maintained or participated in a "multiemployer plan" within the meaning of Section 3(37) of ERISA or a "multiple employer plan" within the meaning of Section 413(c) of the Code. Neither Company nor any Company Subsidiary has incurred any liability to the PBGC with respect to any "single-employer plan" within the meaning of Section 4001(a)(15) of ERISA currently or formerly maintained by any entity considered one employer with it under Section 4001 of ERISA or Section 414 of the Code, except for premiums all of which have been paid when due. Except as set forth in the Company Disclosure Letter separately sets forth each Contract Letter, there is no basis for any Person to assert that Company or any Company Subsidiary has an obligation to institute any Employee Plan providing for severance payments (or any such other than those pursuant to which severance is required by applicable Law)arrangement, agreement or plan. With respect to each material Employee Plan providing any insurance policy that heretofore has or currently does provide funding for benefits to employees whose principal work location is in the United States, to the extent applicable, the under any Company has made available to Parent true, correct and complete copies of (i) the current plan documents and current summary plan descriptions; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (Bx) there is no liability on the most recent annual report part of Company or any Company Subsidiary in the nature of a retroactive or retrospective rate adjustment, loss-sharing arrangement, or other actual or contingent liability, nor would there be any such liability if such insurance policy was terminated, and (y) no insurance company issuing such policy is in receivership, conservatorship, liquidation or similar compliance documents required proceeding and, to be filed with any Governmental Authority the knowledge of Company, no such proceeding with respect to any such plan; insurer is imminent. Except as set forth in the Company Disclosure Letter, neither the execution of this Agreement, nor the consummation of the transactions contemplated thereby will (A) constitute a stated triggering event under any Company Employee Plan that will result in any payment (whether of severance pay or otherwise) becoming due from Company or any Company Subsidiary to any present or former officer, employee, director, shareholder, consultant or dependent of any of the foregoing or (B) accelerate the time of payment or vesting, or increase the amount of compensation due to any present or former officer, employee, director, shareholder, consultant, or dependent of any of the foregoing. Neither Company nor any Company Subsidiary has any obligations for retiree health and (C) life benefits under any document comparable Company Employee Plan, except as set forth in the Company Disclosure Letter. Except as set forth in the Company Disclosure Letter, there are no restrictions on the rights of Company or Company Subsidiaries to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentamend or terminate any such Company Employee Plan without incurring any liability thereunder.

Employee Plans. Section 3.18(a)(i(a) of the Company Disclosure Letter Schedule 3.19(a) sets forth a true, correct and complete list, as list of the date of this Agreement, of all each material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Benefit Plan providing for severance payments (other than those pursuant individual offer letters with (i) no severance, retention or change in control payments or benefits and (ii) no other benefits that materially deviate from form agreements that have been made available to which severance is required by applicable LawParent). . (b) With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicableBenefit Plan, the Company has made available to Parent trueParent, to the extent applicable, correct and complete copies, or forms thereof, of (i) the Benefit Plan document, including, for the avoidance of doubt, any amendments or supplements thereto, and all related trust documents, insurance Contracts or other funding vehicle documents (or where no such copies are available, a written description thereof), (ii) the most recently prepared actuarial report and (iii) all material correspondence to or from any Governmental Entity received since December 31, 2022 with respect thereto (or where no such copies are available, a written description thereof). (c) Each Benefit Plan (including any related trusts) has been established, operated and administered in compliance in all respects with its terms and Applicable Laws, including ERISA and the Code, and all contributions or other amounts payable by the applicable sponsor of such Benefit Plan with respect thereto in respect of the current or prior plan year have been paid or accrued in accordance with GAAP, except, in each case, as would not, individually or in the aggregate, have a Company Material Adverse Effect. (d) There are no Proceedings (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened in writing by a Governmental Entity, on behalf of or against any Benefit Plan or any trust related thereto, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. (e) With respect to each Benefit Plan that is an ERISA Plan, the Company has made available to Parent, to the extent applicable, correct and complete copies of (i) the current plan documents and current most recent summary plan descriptions; description together with any summaries of all material modifications and supplements thereto, (ii) the most recent IRS determination or opinion letterletter and (iii) the two most recent annual reports on Form 5500 and, if anyfor the avoidance of doubt, from all schedules and financial statements attached thereto. (f) Except as would not, individually or in the IRS for any Employee aggregate, have a Company Material Adverse Effect each Benefit Plan that is an ERISA Plan and that is intended to qualify pursuant to be qualified under Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have Code has been filed with determined by the IRS for each Employee Planto be so qualified, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices and to or from the IRS or any office or representative Knowledge of the United States Department of Labor Company, nothing has occurred that would adversely affect the qualification or any similar Governmental Authority relating to any material compliance issues in respect Tax exemption of any such Employee Benefit Plan during the past three yearsthat is an ERISA Plan. With respect to each material Employee Benefit Plan that is maintained an ERISA Plan, neither the Company nor any of its Subsidiaries has engaged in any non-United States jurisdiction primarily for the benefit of any employee of a transaction in connection with which the Company or any of its Subsidiaries whose principal work location reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. (g) Neither the Company nor any of its ERISA Affiliates contributes to or has any obligation with respect to a Benefit Plan that is subject to Section 412 of the Code or Section 302 or Title IV of ERISA. (h) Neither the Company nor any of its ERISA Affiliates maintains, participates in or contributes to, or has any outstanding obligation under any Multiemployer Plan. (i) Neither the Company nor any of its respective ERISA Affiliates has any liability with respect to a (i) plan which is subject to Section 412 of the Code or Section 302 or Title IV of ERISA, or (ii) Multiemployer Plan, except, in each case, as would not, individually or in the aggregate, have a Company Material Adverse Effect. (j) No Benefit Plan is a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). (k) Except as required by Applicable Law, no Benefit Plan provides retiree or post-employment medical, disability, life insurance or other welfare benefits to any Person (excluding any individual employment, separation or termination agreements or arrangements under which the Company subsidizes any benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for any Person), and the Company has no existing material obligation to provide any such benefits to any employees of the Company. (l) None of the execution and delivery of or the performance under this Agreement or the consummation of the transactions contemplated by this Agreement could reasonably be expected to, either alone or in combination with another event, (i) entitle any Company Employee to material severance pay or any material increase in severance pay under any Benefit Plan, (ii) accelerate the time of or vesting of any payment under any Benefit Plan, or materially increase the amount of compensation due to any Company Employee under any Benefit Plan, or (iii) limit or restrict the right to merge, terminate, materially amend, supplement or otherwise materially modify or transfer the assets of any Benefit Plan on or following the Effective Time. (m) The Company does not have any obligation to provide, and no Benefit Plan or other agreement or arrangement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional Taxes incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (n) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, all Benefit Plans subject to the Applicable Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions. (o) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, (i) the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Group plc Pension Scheme (the “International Employee PlansPension Scheme”)) is in compliance, and has been operated in accordance with, all Applicable Laws and regulations relating to the Pension Scheme, including, without limitation, any applicable provisions of the Pensions Act 2008, (ii) the Pension Scheme is a registered pension scheme within the meaning of s.150(2) Finance Act 2004 and, to the extent applicableKnowledge of the Company, there is no reason why His Majesty’s Revenue and Customs would reasonably be expected to withdraw such registration, (Aiii) a summary all contributions and expenses in respect of such International Employee Planthe Pension Scheme have been paid on the due dates and at the rates in accordance with the terms of the Pension Scheme and in the schedule of contributions currently applicable to the Pension Scheme, (Biv) no contributions are payable in arrears, and there is no outstanding or contingent liability which may be attributable to the most recent annual report Company or similar compliance documents required its Subsidiaries to be filed with meet any expenses in respect of the Pension Scheme which have already been incurred, other than expenses in the ordinary course of administration of the Pension Scheme, (v) no notifiable event for the purposes of s.69 Pensions Act 2004 has occurred in relation to the Pension Scheme which has not been duly notified to the applicable Governmental Authority with respect to such plan; Entity or which has fallen within directions issued by the applicable Governmental Entity under s.69(1) Pensions Act 2004, and (Cvi) no event has taken place which has resulted or will or may result in the commencement of the winding up of the Pension Scheme (or any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction part of law necessary to obtain the most favorable Tax treatmentit).

Employee Plans. (a) Schedule 3.12 contains a true, accurate and complete list of employee benefit plans (as such term is defined in Section 3.18(a)(i3(3) of the Company Disclosure Letter sets forth a true, correct and complete listEmployee Retirement Income Security Act of 1974, as of the date of this Agreementamended (“ERISA”)) and each other material employee benefit plan, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract program or Employee Plan providing for severance payments (other than those pursuant to which severance is required arrangement maintained by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the Company has made available to Parent true, correct and complete copies of (i) the current plan documents and current summary plan descriptions; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”). The Employee Plans have been maintained, to funded and administered in all respects, including the timely deposit of all participant elective contributions and loan payments, in accordance with their terms and are in compliance with applicable Law, including without limitation, ERISA and Department of Labor Regulations promulgated thereunder and the Code and Treasury Regulations promulgated thereunder, except for instances of non-compliance that would not have a Material Adverse Effect. To the extent applicablethat the Company has Knowledge that any Qualification Failures as defined in Internal Revenue Service Revenue Procedure 2008-50 have occurred with respect to any Employee Plan, (A) a summary of such International Qualification Failures is set forth on Schedule 3.12, and the Company shall take commercially reasonable efforts to correct such failures under the Employee PlanPlans Compliance Resolution System contained in Revenue Procedure 2008-50 on or before the Closing Date. Each Employee Plan that is intended to meet the requirements of a “qualified plan” under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or is a pre-approved volume submitter or prototype plan that is the subject of an opinion letter issued by the Internal Revenue Service. Neither the Company nor any of its Subsidiaries has any liability under Title IV of ERISA. (b) Except as would not have a Material Adverse Effect: (i) All plans that provide for payments of “nonqualified deferred compensation” (as defined in Code Section 409A(d)(1)) have been (A) operated in good faith compliance with the applicable requirements of Code Section 409A and applicable guidance thereunder since January 1, 2008, and (B) amended to comply in written form with Code Section 409A and the most recent annual report Treasury Regulations promulgated thereunder. (ii) With respect to all Employee Plans that are group health plans as defined in ERISA Section 607(1), sponsored or similar compliance documents required maintained by the Company, no director, officer, employee or agent of the Company has engaged in any action or failed to act in such a manner that, as a result of such action or failure to act, would cause a tax to be imposed on the Company under Code Section 4980B(a), or would cause a penalty to be imposed under ERISA and the regulations promulgated thereunder. With respect to all such plans, all applicable provisions of Code Section 4980B and ERISA Sections 601-606 have been complied with by the Company, and all other provisions of ERISA and the regulations promulgated thereunder have been complied with. (iii) Neither the Company nor any fiduciary as defined in ERISA Section 3(21)(A) of an Employee Plan has engaged in any transaction that may subject the Company or any Employee Plan to a civil penalty imposed by ERISA Section 502 or any other provision of ERISA or excise taxes under Code Section 4971, 4975, 4976, 4977, 4979 or 4980B. (iv) All required reports and descriptions for any Employee Plan have been timely filed with any Governmental Authority and distributed to participants and beneficiaries, and all notices required by ERISA or the Code with respect to such all Employee Plans have been proper as to form and timely given. (c) There are no examinations, audits, enforcement actions or proceedings, or any other investigations, pending, threatened or currently in process by any governmental agency involving any employee benefit plan; . (d) There are no actions, suits, proceedings or claims pending (other than routine claims for benefits) or threatened against the Company in connection with any employee benefit plan or the assets of any Employee Plan. (e) Any Employee Plan may be amended and terminated at any time without any material liability and these rights have always been maintained by the Company. (Cf) No Employee Plan that is intended to be a “qualified plan” under Section 401(a) (or its related trust) holds any document comparable stock or other securities of the Company. (g) Notwithstanding anything contained herein to the determination letter referenced pursuant contrary, this Section 3.12 contains the sole and exclusive representations and warranties of the Company and its Subsidiaries with respect to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentEmployee Plans.

Employee Plans. Section 3.18(a)(i(a) Schedule 3.20(a) sets forth all material pension, savings, retirement, health, insurance, severance and other employee benefit or fringe benefit plans maintained or sponsored by the Company and any trade or business (whether or not incorporated) under common control with the Company within the meaning of Sections 414(b), (c), (m) or (o) of the Company Disclosure Letter sets forth a trueCode (the "Controlled Group"), correct and complete list, as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of or with respect to which the Company Disclosure Letter separately sets forth each Contract has any responsibility or Employee Plan providing for severance payments liability (other than those pursuant collectively referred to which severance is required by applicable Lawherein as the "Plans"). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicablePlans, the Company has made available and any member of the Controlled Group have delivered to Parent true, correct and complete Buyer or its representatives current copies of of: (i) the current plan documents Plan documents, and, where applicable, related trust agreements, and current summary plan descriptionsany related material agreements which are in writing; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee summary Plan that is intended to qualify pursuant to Section 401(a) of the Codedescriptions; (iii) the most recent annual report on Internal Revenue Service determination letter relating to each Plan for which a letter of determination was obtained; and (iv) to the extent required to be filed, the most recent Annual Report (Form 5500 Series and accompanying schedules of each Plan and required to have been financial statements) as filed with the IRS for each Employee Plan, including all schedules theretoInternal Revenue Service; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; and (v) any notices to or from audited financial statements, if any. (b) In all material respects, each Plan conforms to, and its administration is in substantial compliance with, all applicable requirements of law, including, without limitation, ERISA and the IRS or any office or representative Code and all of the United States Department of Labor or any similar Governmental Authority relating Plans are in full force and effect as written, and all premiums, contributions and other payments required to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of be made by the Company or any of its Subsidiaries whose principal work location is outside member of the United States Controlled Group under the terms of any Plan have been made or accrued. (c) Each Plan maintained by the “International Employee Plans”)Company or any member of the Controlled Group which provides benefits to or otherwise covers employees of the Company that is intended to be qualified under Section 401(a) of the Code and each trust maintained pursuant thereto has been determined to be exempt from Federal taxation by the Internal Revenue Service and has a favorable determination letter from the Internal Revenue Service with respect to each such Plan, and, to the extent applicableknowledge of the Company, (A) a summary nothing has occurred since the date of such International Employee letter which could adversely impact such qualification and tax exemption. No Plan maintained by the Company or any member of the Controlled Group which provides benefits to or otherwise covers employees of the Company that is an employee welfare benefit plan as defined in Section 3(1) of ERISA (the "Welfare Plan, ") is funded through a voluntary employees' beneficiary association as defined in Section 501(c)(9) of the Code. (Bd) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatment.Except as set forth in Schedule 3.20

Employee Plans. Section 3.18(a)(i) The Rock of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the Company has Ages Group will make made available to Parent upon request for examination by Robe▇▇ ▇▇▇▇ ▇▇▇lds, III true, correct and complete copies of of: (i) the current plan documents most recent Internal Revenue Service determination letter relating to each of the Rock of Ages Group's pension, profit-sharing, stock bonus or other deferred compensation arrangements, if any, for which a letter was obtained except for any multi-employer plans sponsored by any number of the Rock of Ages Group, (each a "Plan" and current summary plan descriptions; collectively the "Plans"); (ii) the most recent determination or opinion letterAnnual Report (Form 5500 Series) and accompanying schedules of each Plan sponsored by the Rock of Ages Group with respect to which the same are required, if any, from the IRS for any Employee Plan that is intended to qualify as filed pursuant to applicable law; and (iii) all plan documents, as amended to date, summary plan descriptions and summaries of material modifications with respect to each Plan sponsored by a member of the Rock of Ages Group, as well as the most recent financial statements of each of such plans. With respect to each of such Plans as to which an Annual Report (Form 5500 series) is required to be filed, no liabilities as of the date of such Annual Report exist unless specifically referred to in the most recent such Annual Report, and no material change has occurred with respect to the matters covered by the last Annual Report since the date thereof. Buyer does not know, nor have any reasonable grounds to know, of any "prohibited transaction," as such term is defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended, ("ERISA") and Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), which has been engaged in by any member of the Rock of Ages Group or by any Plan sponsored by any member of the Rock of Ages Group, any trust created thereunder or any trustee, administrator or other fiduciary thereof, or which would subject such Plan or any such entity, or any party dealing with such Plan or any such trust, to the sanctions imposed by ERISA or the tax on prohibited transactions imposed by Section 4975 of the Code. There are no actions, suits or claims pending or, to the best of Buyer's knowledge, after due inquiry, threatened against any of the Plans or any administrator or fiduciary thereof. Neither any of the Plans nor any said trust have incurred any "accumulated funding deficiency," as such term is defined in Section 302 of ERISA or Section 412(a) of the Code (whether or not waived), since the Closing Date of ERISA. The terms and operation of each of the Plans have complied to the extent required with the provisions of Section 401(a) of the Code; (iii) Code and with ERISA, and all reports and notices required by ERISA or the Code have been duly filed or given. Buyer shall make available for examination by Robe▇▇ ▇▇▇▇ ▇▇▇lds, III a list of all of the Rock of Ages Group's Plans subject to Title IV of ERISA and all trusts created thereunder which have been terminated, and all "reportable events," as that term is defined in Section 4043 of ERISA, if any. Except as may be specified in Rock of Ages Group Disclosure Schedule hereto, none of the Rock of Ages Group's Plans and no such trust has been terminated, nor has any such "reportable event" occurred with respect to any such Plans since the effective date of ERISA. The present value, on a plan termination basis, of all benefits accrued under each Plan sponsored or contributed to by a member of the Rock of Ages Group and subject to Title IV of ERISA did not, as of the most recent annual report on Form 5500 required to have been filed with valuation date, exceed the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative fair market value of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary assets of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to plan as of such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentdate.

Employee Plans. (a) Except as set forth on Schedule 4.19, none of the Purchaser Companies maintains or contributes to, has maintained or contributed to or is or was a party to a participating employer in, or a sponsor or contributor to any Employee Benefit Plan. None of the Purchaser Companies is a party to any multiemployer plan as defined in Section 3.18(a)(i3(37) of ERISA. (b) Except as set forth on Schedule 4.19 or as would not reasonably be expected to have a material adverse effect on the Company Disclosure Letter sets forth a truebusiness, correct and complete listassets, as prospects or financial condition of the date of this AgreementPurchaser Companies, of all material taken as a whole, each Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Benefit Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the Company has made available to Parent true, correct and complete copies of (i) the current plan documents and current summary plan descriptions; (ii) the most recent determination or opinion letter, if any, from the IRS for except with respect to any Employee Benefit Plan that is not intended to qualify pursuant to under Section 401(a) of the Code, has received a determination letter from the Internal Revenue Service to the effect that such plan satisfies the requirements of Section 401(a) of the Code and that any related trust is exempt from tax pursuant to Section 501(a) of the Code; (ii) has been operated in all material respects in accordance with the provisions thereof, ERISA, the Code and all other applicable law; (iii) has not engaged in any prohibited transactions (as such term is defined for purposes of ERISA and the most recent annual report on Form 5500 required Code) (other than those that are exempt pursuant to have been filed with statute, regulation or otherwise) which would subject any of the IRS for each Employee Plan, including all schedules theretoPurchaser Companies to a material liability under Section 4975 of the Code or a penalty under Section 502(i) of ERISA; (iv) any related trust agreementshas not, insurance contractssince the last annual report filed, insurance policies been amended so as to materially increase benefits thereunder (other than as a direct or other Contracts indirect result of any funding arrangementschanges in applicable law or regulations) or experienced a material increase (more than 20%) in the number of participants covered thereunder; and (v) if terminated on the date hereof, would not subject any notices to or from the IRS or any office or representative of the United States Department Purchaser Companies to liability in excess of Labor $25,000 to the PBGC pursuant to the provisions of Title IV of ERISA. (c) Except as set forth in Schedule 4.19, there are no Employee Welfare Plans maintained by any of the Purchaser Companies or to which any similar Governmental Authority relating of the Purchaser Companies contributes or is required to any material compliance issues in respect contribute. (d) The Purchaser has furnished to the Selling Parties true and complete copies of any such Employee Plan during the past three years. With following items with respect to each material Employee Benefit Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee and each Employee Welfare Plan of the Company or any of its Subsidiaries whose principal work location is outside Purchaser Companies (i) each plan document; (ii) each related trust document; (iii) each determination letter issued by the Internal Revenue Service relating to qualification of the United States respective plans under the Code; (iv) the “International Employee Plans”)most recently filed annual reports, to the extent applicable, if any; and (A) a summary of such International Employee Plan, (Bv) the most recent annual report or similar compliance actuarial valuation, if any. (e) Each of the Purchaser Companies has filed all reports and other documents required to be filed with any Governmental Authority governmental agency with respect to the Employee Benefit Plans and Employee Welfare Plans of the Purchaser Companies or has received currently effective extensions for any such plan; reports and (C) other documents which have not been filed other than any document comparable failure to file which would not reasonably be expected to have a material adverse effect upon the determination letter referenced pursuant to clause (ii) above issued by business, assets, prospects or financial condition of the Purchaser Companies, taken as a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentwhole.

Employee Plans. (a) Schedule 2.10(a) sets forth a true and complete list of all Business Employees and Business Contractors, together with their salaries, commission plan (if applicable) and location, as of April 30, 2008. As of the date hereof, no Business Employee or Business Contractor of the Division or the Company has provided notice of resignation that is effective following completions of the transactions contemplated hereby. (b) Schedule 2.10(b) lists each employee benefit plan (as such term is defined in Section 3.18(a)(i3(3) of the Company Disclosure Letter sets forth a true, correct and complete listEmployee Retirement Income Security Act of 1974, as of amended (“ERISA”)) and each other material employee benefit plan, program or arrangement participated in or maintained by the date of this Agreement, of all material Division or the Company (the “Employee Plans”). (c) All Employee Plans have been established, registered, maintained and Section 3.18(a)(iiadministered in compliance with their terms and with the requirements of any applicable law, including, but not limited to, ERISA and the Internal Revenue Code of 1986, as amended (the “Code”), except where the failure to comply would not result in a Material Adverse Effect. (d) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the Company has made available to Parent true, correct and complete copies of (i) the current plan documents and current summary plan descriptions; (ii) the most recent determination or opinion letter, if any, from the IRS for any Each Employee Plan that is intended to qualify pursuant to meet the requirements of a “qualified plan” under Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or Code has received a favorable determination letter from the IRS Internal Revenue Service. (e) No Employee Plan subject to Title IV of ERISA was terminated within six years prior to the date hereof. Neither the Seller nor the Company has engaged in any transaction that could reasonably be expected to give rise to Liability under Section 4069 or any office 502 of ERISA or representative Section 4975 of the United States Department Code that could become a Liability of Labor or any similar Governmental Authority relating Buyer. Neither Seller nor the Company has within six years prior to the date hereof been subject to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee lien imposed under Section 412(n) of the Company Code or any Section 302(f) of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority ERISA with respect to such plan; and any Employee Plan. (Cf) No event has occurred that could reasonably be expected to subject Buyer or the Company to any document comparable Liability under any Title IV of ERISA or Section 412 of the Code with respect to any Employee Plan or any other employee benefit plan or arrangement maintained or contributed to by Seller or any entity, trade or business, whether or not incorporated, which together with Seller or the Company would be deemed to be a “single employer” within the meaning of Section 414(b), (c) or (m) of the Code or Section 4001(b)(1) of ERISA (an “ERISA Affiliate”). (g) None of the assets of the Seller 401(k) Plan transferred pursuant to Section 4.6 is subject to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to requirements of Section 417 of the satisfaction of law necessary to obtain the most favorable Tax treatmentCode.

Employee Plans. (a) Section 3.18(a)(i3.10(a) of the Company Disclosure Letter sets forth a true, complete and correct and complete list, as list of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the Company Plan. (b) The Company has made available to Parent a true, correct and complete copies of copy of: (i) with respect to each Company Plan, each written Company Plan and all amendments thereto and, with respect to any unwritten Company Plan, a written description of the current plan documents material provisions thereof, and current summary plan descriptions; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Company Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicableBenefit Plan, (A) a summary of such International Employee Planeach current trust agreement, insurance contract or policy, group annuity contract or any other funding arrangement (B) the most recent annual Annual Report (Form 5500 Series) including all applicable schedules, if any; (C) the most recent actuarial report, financial report or similar valuation report, (D) the current summary plan description and any material modifications thereto, if any, or any written summary provided to participants with respect to any plan for which no summary plan description exists; (E) the most recent determination letter (or, if applicable, advisory or opinion letter) from the Internal Revenue Service, if any; and (F) all material notices given to such Company Employee Benefit Plan, the Company, or any Company ERISA Affiliate by the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other Governmental Body relating to such Company Employee Benefit Plan. (c) Each Company Employee Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code has been the subject of a favorable determination letter (or, if applicable, may rely on a favorable advisory or opinion letter) from the Internal Revenue Service that has not been revoked, and to the Knowledge of the Company, no event has occurred and no condition exists that would reasonably be expected to adversely affect the qualified status of any such Company Employee Benefit Plan or result in the imposition of any material liability, penalty or tax under ERISA or the Code. (d) Except as would not reasonably be expected to be material, individually or in the aggregate, to the Company and the Company Subsidiaries, taken as a whole, (i) each Company Plan has been established, operated, maintained and administered in accordance with its provisions and in compliance documents with all applicable Laws, including ERISA and the Code; (ii) all payments and contributions required to be filed with made under the terms of any Governmental Authority Company Plan and applicable Law have been timely made or the amount of such payment or contribution obligation has been reflected in the Available Company SEC Documents which are publicly available prior to the date of this Agreement; (iii) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any third party, has engaged in any non-exempt “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA), with respect to such planany Company Plan that would result in the imposition of any liability to the Company or any Company Subsidiary; and (Civ) any document comparable there are no pending or, to the determination letter referenced pursuant Knowledge of the Company, threatened suits, actions, disputes, audits, investigations or claims with respect to clause any Company Plan by or on behalf of any participant in any such Company Plan, or otherwise involving any such Company Plan or the assets of any Company Plan, other than routine claims for benefits. (e) No Company Plan provides for a “gross-up,” reimbursement or similar payment in respect of any Taxes that may become payable under Sections 409A or 4999 of the Code. (f) Each Company Plan that is subject to Section 409A of the Code has been administered in all material respects in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance thereunder. (g) No Company Employee Benefit Plan is subject to Section 302 or Title IV of ERISA or Section 412 or 4971 of the Code. During the immediately preceding six years, (i) no liability under Section 302 or Title IV of ERISA has been incurred by the Company, any Company Subsidiary or any Company ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a risk to the Company, any Company Subsidiary or any Company ERISA Affiliate of incurring any such liability; and (ii) above issued no event has occurred and there currently exists no condition or circumstances that would subject the Company or any Company Subsidiary to any Controlled Group Liability with respect to any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is not a Company Employee Benefit Plan. (h) None of the Company, any Company Subsidiary or any Company ERISA Affiliate has, at any time during the preceding six years, contributed to, been obligated to contribute to or had any liability (including any contingent liability) with respect to any Multiemployer Plan or a plan that has two or more contributing sponsors, at least two of whom are not under common control, within the meaning of Section 4063 of ERISA. (i) No Company Plan provides health, life or other welfare benefits to current or former employees of the Company or any Company Subsidiary after retirement or other termination of employment (other than for continuation coverage required under Section 4980(B) of the Code). (j) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event): (i) entitle any current or former employee or other individual service provider of the Company or any Company Subsidiary to any payment or benefit (or result in the funding of any such payment or benefit) under any Company Plan; (ii) increase the amount of any compensation, equity award or other benefits otherwise payable by the Company or any Company Subsidiary under any Company Plan; (iii) result in the acceleration of the time of payment, funding or vesting of any compensation, equity award or other benefits under any Company Plan; (iv) result in any “excess parachute payment” (within the meaning of Section 280G of the Code) becoming due to any current or former employee or other individual service provider of the Company or any Company Subsidiary; or (v) limit or restrict the right of the Company, any Company Subsidiary, the Surviving Corporations or the Parent Parties to merge, amend or terminate any Company Plan. (k) Neither the Company nor any Company Subsidiary has any plan or commitment, whether legally binding or not, to create any additional employee benefit or compensation plan, program, policy, practice, agreement or arrangement which, once created, would come within the definition of a Company Plan or modify or change any existing the Company Plan that would affect any Company Employee. (l) Except as would not reasonably be expected to be material, individually or in the aggregate, to the Company and the Company Subsidiaries, taken as a whole, each Foreign Plan (i) has been established, operated, maintained and administered in compliance with its terms and operated in compliance in all applicable Laws; (ii) if required to be registered or approved by a non-U.S. Governmental Authority Body, has been registered or approved and has been maintained in good standing with applicable regulatory authorities, and, to the Knowledge of the Company, no event has occurred since the date of the most recent approval or application therefor relating to any such Foreign Plan that would reasonably be expected to adversely affect any such approval or good standing; (iii) that is intended to qualify for special Tax treatment meets all requirements for such treatment; (iv) is fully funded or fully insured on an ongoing and termination or solvency basis (determined using reasonable actuarial assumptions) in compliance with applicable Law; and (v) is not subject to any pending or, to the satisfaction Knowledge of law necessary to obtain the most favorable Tax treatmentCompany, threatened claims by or on behalf of any participant in any Foreign Plan, or otherwise involving any such Foreign Plan or the assets of any Foreign Plan, other than routine claims for benefits.

Employee Plans. Section 3.18(a)(i(i) of the Company Disclosure Letter sets forth a true, correct Schedule 3.10(b)(i) lists all Employee Plans and complete list, as of the date of this Agreement, of all material Employee Non-US Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the The Company has furnished or made available to Parent Buyer true, correct and complete copies of (i) all the current plan documents Employee Plans and current summary plan descriptions; Non-US Plans, as amended to the date hereof, and of all related funding documents. (ii) All contributions or premiums required to be paid by the most recent determination or opinion letterCompany and its Subsidiaries under the terms of each Employee Plan and Non-US Plan have timely been made in accordance with the terms thereof. (iii) Each Employee Plan has been established and maintained in compliance with its terms and the requirements of all applicable Laws (including ERISA and the Code), if any, from except as would not reasonably be expected to result in material Liability to the IRS for any Company. Each Employee Plan that is intended to qualify pursuant to be qualified under Section 401(a) of the Code; Code has received a favorable determination or opinion letter from the Internal Revenue Service (iiithe “IRS”) with respect to its qualified status under Section 401(a) of the most recent annual report on Form 5500 required Code or has pending or has time remaining in which to have been filed with file an application for such determination from the IRS for each Employee Plan(or the Company and its Subsidiaries are entitled to rely on a favorable opinion or advisory letter issued by the IRS in accordance with respect to the qualified status of the plan document), including all schedules thereto; and, to the Knowledge of Seller, there is no fact or circumstance that exists that would, individually or in the aggregate, reasonably be likely to give rise to the revocation of such qualified status. (iv) any related trust agreementsNo event has occurred and no condition exists that would, insurance contractsindividually or in the aggregate, insurance policies or other Contracts of any funding arrangements; (v) any notices reasonably be likely to or from subject the IRS Company or any office or representative of the United States Department of Labor or any similar Governmental Authority relating its Subsidiaries to any material compliance issues fine, lien, or penalty imposed by ERISA or the Code in respect of any Employee Plan. (v) Neither the Company nor any ERISA Affiliate maintains or contributes to or has within the past six complete calendar years maintained or contributed to, or been required to contribute to, an “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) that is subject to Title IV of ERISA, is a “Multiemployer Plan” or is a multiple employer plan (within the meaning of Section 4063 of ERISA or Section 413(c) of the Code) or, except as would not, individually or in the aggregate, reasonably be likely to have a materially adverse effect on the Company, its Subsidiaries or the Business, has any liability, directly or indirectly, with respect to such plans. Except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state or local law or as is reflected on the Financial Statements, neither the Company nor any ERISA Affiliate is obligated to provide any retiree health or life insurance benefits to any employee or former employees of the Company or any of its Subsidiaries. (vi) Excluding claims for benefits under any Employee Plan during or Non-US Plan and except as would not, individually or in the past three years. With respect aggregate, reasonably be likely to each material have a materially adverse effect on the Company, its Subsidiaries or the Business, (A) there is no action, suit, audit or claim or, to the Knowledge of the Seller, proceeding or investigation pending against or involving or, to the Knowledge of the Seller, threatened against or involving any Employee Plan or Non-US Plan before any court or arbitrator or any Governmental Entity, or federal, state or local official that is maintained would, individually or in the aggregate, reasonably be likely to subject the Company or any nonof its Subsidiaries to a material liability, except those first arising after the date hereof in the ordinary course of business and (B) to the Knowledge of the Seller, there are no facts or circumstances existing that would, individually or in the aggregate, reasonably be likely to give rise to such actions, suits, audits, claims or proceedings. (vii) There has been no amendment to or announcement by, the Company or any of its Subsidiaries relating to, or change in employee participation or coverage under, any Employee Plan or Non-United States jurisdiction primarily US Plan that would increase materially the expense of maintaining such plan above the level of the expense incurred therefor for the benefit most recent fiscal year. (viii) Neither the execution of this Agreement nor the consummation of the transaction contemplated hereby will (whether alone or in connection with any other event(s)): (A) entitle any employee of the Company or any of its Subsidiaries whose principal work location is outside to severance pay or any increase in severance pay (or other compensation or benefits) upon any termination of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, employment; (B) accelerate the most recent annual report time of payment or similar compliance documents required to be filed with vesting or result in any Governmental Authority with respect to such planpayment or funding (through a grantor trust or otherwise) of any Employee compensation or benefits under, or increase the amount payable pursuant to, any of the Employee Plans or Non-US Plans; and (C) limit or restrict the right of the Company or any document comparable of its Subsidiaries or, after the consummation of the transaction, Buyer or any of its Subsidiaries, to merge, amend or terminate any of the Employee Plans or Non-US Plans (other than solely pursuant to applicable Law); or (D) result in payments under any of the Employee Plans in effect as of immediately prior to the determination letter referenced pursuant Closing that would not be deductible under Section 280G of the Code. (ix) No Employee Plan provides any person with any amount of additional compensation if such individual is provided amounts subject to clause excise or additional taxes imposed under Sections 409A or 4999 of the Code. (iix) above issued by Each Employee Plan that is a Governmental Authority relating to “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of the satisfaction Code) is in documentary compliance in all material respects with Section 409A of law necessary to obtain the most favorable Tax treatmentCode and the guidance provided thereunder and has been operated and administered in compliance in all material respects with Section 409A of the Code and the guidance provided thereunder. (xi) Each Non-U.S. Plan has been maintained in compliance in all material respects with its terms and the requirements of any and all applicable Laws and has been maintained, where required, in good standing with applicable regulatory authorities.

Employee Plans. Section 3.18(a)(i(a) There is no (nor has there ever been) any trade or business (whether or not incorporated), under common control with the Seller within the meaning of Sections 414(b), (c), (m) or (o) of the Company Disclosure Letter Code. Schedule 5.20 sets forth a trueall pension, correct savings, retirement, health, insurance, severance and complete listother employee benefit or fringe benefit plans maintained or sponsored by the Seller, as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant with respect to which severance is required by applicable Lawthe Seller has any responsibility or liability (including any contingent liability) (collectively referred to herein as the “Plans”). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United StatesPlans, the Seller has delivered to the extent applicable, the Company has made available to Parent true, correct and complete Buyer copies of of: (i) the current plan documents documents, and, where applicable, related trust agreements, and current summary plan descriptionsany related agreements which are in writing; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Codesummary plan descriptions; (iii) the most recent annual report on Form 5500 required Internal Revenue Service determination letter relating to have been filed with the IRS each Plan for each Employee Plan, including all schedules theretowhich a letter of determination was obtained; (iv) any related trust agreementsto the extent required to be filed, insurance contracts, insurance policies or other Contracts the most recent Annual Report (Form 5500 Series and accompanying schedules of any funding arrangementseach Plan and applicable financial statements) as filed with the Internal Revenue Service; and (v) audited financial statements, if any. (b) Except as set forth on Schedule 5.20, (i) Each Plan conforms to, and its administration is in compliance with, all applicable requirements of law, including, without limitation, ERISA and the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) all of the Plans are in full force and effect as written, and all premiums, contributions and other payments required to be made by the Seller under the terms of any notices Welfare Plan (as hereinafter defined) have been made or accrued. (c) Each Plan maintained by the Seller that is required to be qualified under Section 401(a) of the Code, and each trust maintained pursuant thereto has been determined to be exempt from federal taxation by the Internal Revenue Service and has a favorable determination letter that has been issued by the Internal Revenue Service with respect to each such Plan. No Plan that is an employee welfare benefit plan as defined in Section 3(1) of ERISA (a “Welfare Plan”) is funded through a voluntary employee beneficiary association as defined in Section 501(c)(9) of the Code. (d) Except as set forth on Schedule 5.20, the Seller has never maintained, contributed to or from the IRS incurred any liability with respect to any Plan subject to Title IV of ERISA or any office or representative Section 412 of the United States Department Code. The Seller has no material liability under Section 4062 of ERISA to the Pension Benefit Guaranty Corporation or to a trustee appointed under Section 4042 of ERISA. The Seller has not engaged in any transaction described in Section 4069 of ERISA. (e) There are no multiemployer plans (as defined in Subsection 3(37) of ERISA) (“Multiemployer Plans”) to which the Seller is or has been required to make a contribution or other payment. The Seller has not withdrawn in a complete or partial withdrawal from any Multiemployer Plan, nor has the Seller incurred any material liability due to the termination or reorganization of a Multiemployer Plan. (f) There has been no non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Part 4 of Subtitle B of Title I of ERISA) with respect to any Pension Plan or penalty under Section 502(i) of ERISA. (g) The Seller does not maintain any Plan providing post-retirement benefits qualified under Section 401(a) of the Code (“Post-Retirement Benefits”). The Seller is not liable for Post-Retirement Benefits under any plan not maintained by the Seller. The Seller has complied in all material respects with the requirements of Section 4980B of the Code and Sections 601 to 608 of ERISA relating to continuation coverage for group health plans. (h) There has been no material violation of ERISA or the Code with respect to the filing of applicable reports, documents and notices regarding the Plans with the Secretary of Labor or the Secretary of the Treasury or the furnishing of required reports, documents or notices to the participants or beneficiaries of the Plans. (i) There are no pending actions, claims or lawsuits which have been asserted, instituted or, to the best of the Seller’s knowledge, threatened, against the Plans, the assets of any of the trusts under such Plans or the Plan sponsor or the Plan administrator, or, to the best of the Seller’s knowledge, against any fiduciary of the Plans with respect to the operation of such Plans (other than routine benefit claims). (j) Except as set forth on Schedule 5.20, the Plans have been maintained, in all material respects, in accordance with their terms and with all provisions of ERISA and the Code (including rules and regulations thereunder) and other applicable federal and state laws and regulations. (k) There has been no mass layoff or plant closing as defined by W.A.R.N. or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With state or local “plant closing” law with respect to each material Employee Plan that is maintained the employees of the Seller. (l) Except as set forth on Schedule 5.20, the execution of, and performance of the transactions contemplated in, this Agreement will not, either alone or upon the occurrence of subsequent events, result in any non-United States jurisdiction primarily for the benefit payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentSeller.

Employee Plans. (a) Schedule 3.13(a) contains a complete and accurate list of all employee benefit plans, policies and arrangements, including, without limitation, all “employee benefit plans,” as defined in Section 3.18(a)(i3(3) of the Company Disclosure Letter sets forth a true, correct and complete listEmployee Retirement Income Security Act of 1974, as of the date of this Agreement, of all material Employee Plansamended (“ERISA”), and Section 3.18(a)(ii) all employment agreements and other compensation arrangements, sponsored or contributed to by the Company or any ERISA Affiliate for the benefit of any employee or other individual service provider of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant with respect to which severance is required by applicable Lawthe Company has (or could reasonably be expected to have) any Liability (each, an “Employee Plan” and, collectively, the “Employee Plans”). With Schedule 3.13(a) separately identifies Employee Plans sponsored by the Company and Employee Plans sponsored by the Shareholder that cover Company employees or other individual service providers. The Company has delivered or made available to Buyer, with respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, (to the extent applicableapplicable thereto), the Company has made available to Parent true, correct and complete copies of (i) the current plan documents and current summary plan descriptions; document, as currently in effect, (ii) the most recent summary plan description, and all summaries of material modifications related thereto, distributed with respect to such Employee Plan; and (iii) the most recent determination or opinion letter, if any, from letter issued by the IRS for with respect to such Employee Plan. (b) Each Employee Plan has been maintained, funded and administered in all material respects in accordance with its terms and in compliance with applicable law, including, without limitation, ERISA and the Code. None of the Company, the Shareholder or, to the Knowledge of the Company, any other Person (i) has engaged in a prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, with respect to which the Company would incur a material liability or penalty under Section 4975 of the Code or Section 502(i) of ERISA or (ii) has breached its fiduciary duties under ERISA with respect to any Employee Plan in such a way as would result in a material liability to the Company. All contributions required to be made by the Company to the Employee Plans have been timely made, accrued, or provided for. (c) Each Employee Plan that is intended to qualify pursuant to be qualified under Section 401(a) of the Code; Code (i) is the subject of an unrevoked favorable determination letter from the IRS, (ii) has remaining a period of time under the Code or applicable Treasury Regulations or IRS pronouncements in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or (iii) is a prototype plan or volume submitter plan entitled, under applicable IRS guidance, to rely on the most recent annual report on Form 5500 required to have been filed with favorable opinion or advisory letter issued by the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies to the sponsor of such prototype or other Contracts of any funding arrangements; (v) any notices volume submitter plan. Nothing has occurred that would reasonably be expected to or from adversely affect the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect tax-qualified status of any such Employee Plan during Plan. (d) None of the past three years. With respect Employee Plans provides medical, dental, life or disability insurance to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any current or former employee of the Company after his or her retirement or other termination of employment, and the Company has never represented, promised or contracted to any of its Subsidiaries whose principal work location is outside employee or former employee that such benefits would be provided, except (i) to the extent required by applicable law, including, without limitation, Section 4980B of the United States Code and Part 6 of Subtitle B of Title I of ERISA, and (ii) conversion rights that are a part of the group insurance contracts. (e) At no time during the last six (6) years has the Company sponsored or contributed to, or been obligated to sponsor or contribute to any employee benefit plan that is subject to Section 302 of ERISA, Title IV of ERISA or Section 412 of the Code (including, without limitation, any “International Employee Plans”multiemployer plan,” as defined in Section 4001(a)(3) of ERISA). (f) There are no material Proceedings (other than routine claims for benefits, appeals of such claims and qualified domestic relations orders) pending or, to the extent applicableKnowledge of the Company, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority threatened with respect to any Employee Plan. (g) The execution of this Agreement and the consummation of the transactions contemplated hereby will not constitute a triggering event under any arrangement which (either alone or upon the occurrence of any additional or subsequent event) will or may result in any payment, acceleration, vesting or increase in benefits by the Company or under any Employee Plan sponsored by the Company to any person or result in the payment of any “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) or be nondeductible under Section 280G of the Code. (h) Except as provided in Schedule 3.13(h), each Employee Plan that provides deferred compensation subject to Code Section 409A complies with the applicable requirements of Code Section 409A (and has so complied for the entire period during which Code Section 409A has applied to such plan; and (C) any document comparable to Employee Plan). None of the determination letter referenced pursuant to clause (ii) above issued transactions contemplated by this Agreement will constitute or result in a Governmental Authority relating to the satisfaction violation of law necessary to obtain the most favorable Tax treatment.Code Section 409A.

Employee Plans. (a) Section 3.18(a)(i4.14(a) of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date of this Agreement, list of all material Employee Plans, and Section 3.18(a)(ii) . None of the Company Disclosure Letter separately sets forth each Contract Employee Plans has undergone within the last four years or Employee Plan providing for severance payments is undergoing an audit or investigation (other than those pursuant to which severance is required nor has notice been received of a potential audit or examination) by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in either the United StatesIRS, to the extent applicable, the Company has made available to Parent true, correct and complete copies of (i) the current plan documents and current summary plan descriptions; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. other Authority. (b) With respect to each material Employee Plan, complete and correct copies of the most recent plan documents or written agreements thereof, and all amendments thereto and all related trust or other funding vehicles with respect to each such Employee Plan and, in the case of any Employee Plan that is maintained not in any non-United States jurisdiction primarily written form, a description of all material aspects of such plan; (c) With respect to each Employee Plan: (i) each has been administered in all material respects in compliance with its terms and with all applicable Laws, including ERISA and the Code; (ii) no Legal Actions (other than routine claims for benefits) are pending, or to the benefit Seller’s knowledge threatened; (iii) all material premiums, contributions, or other payments required to have been made by Law or under the terms of any employee Employee Plan or any Contract or agreement relating thereto as of the Company First Closing Date have been made or any of its Subsidiaries whose principal work location is outside of the United States properly accrued in accordance with GAAP; (the “International Employee Plans”)iv) all material reports, to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or returns and similar compliance documents required to be filed with any Governmental Authority with respect or distributed to such planany plan participant have been duly filed or distributed; and (Cv) any document comparable no “prohibited transaction” or “reportable event” has occurred within the meaning of the applicable provisions of ERISA or the Code that could reasonably be expected to result in a material liability to the Company or Purchaser or any of its Affiliates. (d) With respect to each Employee Plan intended to qualify under Section 401(a) of the Code (if any), (i) the IRS has issued a favorable determination letter referenced pursuant or opinion letter or advisory letter upon which the Company is entitled to clause rely under IRS pronouncements, and (ii) above issued no such determination letter, opinion letter or advisory letter has been revoked nor has revocation been threatened and, no event has occurred since the date of such qualification or exemption that would reasonably be expected to adversely affect such qualification or exemption. (e) No Employee Plan is nor was within the past six years, nor do Seller, the Company or any of their ERISA Affiliates have or reasonably expect to have any liability or obligation under, (i) any employee benefit plan subject to Section 412 of the Code or Section 302 or Title IV of ERISA; or (ii) any Multiemployer Plan. (f) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or in combination with another event) (i) entitle any current or former employee, consultant, officer or director of the Company to severance pay, (ii) result in any payment from the Company or any of the Company’s Affiliates becoming due, or increase the amount of any compensation due, to any current or former employee, officer, director or consultant of the Company, (iii) increase any benefits otherwise payable under any Employee Plan, (iv) result in the acceleration of the time of payment or vesting of any compensation or benefits from the Company or any of the Company’s Affiliates to any current or former employee, officer, director or consultant of the Company or (v) result in any forgiveness of indebtedness, ​ ​ ​ trigger any funding obligation under any Employee Plan or impose any restrictions or limitations on the Company’s right to administer, amend or terminate any Employee Plan. (g) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or in combination with another event) result in any payment or deemed payment (whether in cash, property, the vesting of property or otherwise) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) that could reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). No Person is entitled to receive any additional payment (including any tax gross-up or other payment) from the Company or its Affiliates as a Governmental Authority relating result of the imposition of the excise Taxes required by Section 4999 of the Code or any Taxes required by Section 409A of the Code. (h) No Employee Plan provides health, medical, or death benefits to current or former employees of the satisfaction Company beyond their retirement or other termination of law necessary service, other than coverage mandated by the Consolidated Omnibus Budget Reconciliation Act of 1985 or as required to obtain avoid the most favorable excise Tax treatmentunder Section 4980B of the Code, or coverage mandated by any similar state group health plan continuation Law, the cost of which is fully paid by such current or former employees or their dependents. (i) The Company and each Employee Plan that is a “group health plan” as defined in Section 733(a)(1) of ERISA (each, a “Health Plan”) (i) is currently in compliance, in all material respects, with the Patient Protection and Affordable Care Act, Pub.

Employee Plans. (i) Schedule 3.02(s)(i) sets forth a true and complete list of all employee benefit plans (within the meaning of Section 3.18(a)(i3(3) of ERISA) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, executive compensation, retiree medical or life insurance, retirement, supplemental retirement, severance or other benefit plans, programs or arrangements in which current or former employees of the Company Disclosure Letter sets forth a trueparticipate, with respect to which the Company has any obligation or which are maintained, contributed to or sponsored by the Company or any of its Affiliates for the benefit of any current or former employee, officer or director of the Company regardless of whether such plans, programs or arrangements are being assumed by the Purchaser (hereinafter the “Employee Plans”). Except as provided in Schedule 3.02(s)(i), each Employee Plan is in writing and prior to the date hereof, the Company has delivered to the Purchaser true and correct copies of each such Employee Plan as amended through the date hereof, together with all related documentation including, without limitation, funding and complete listinvestment management agreements and the most recently issued summary plan descriptions, the most recent actuarial reports, trust statements, insurance contracts, financial and assets statements, administrative services agreements and all correspondence with all regulatory authorities or other relevant Persons with respect to any issues related to such Employee Plans which, as of the date hereof, is not resolved without further obligation or liability of the Company. No changes have occurred or are expected to occur which would affect the information contained in the actuarial reports, financial or asset statements required to be provided to Purchaser pursuant to the terms of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Section. No Employee Plan providing for severance payments (is subject to the Laws of any jurisdiction other than those pursuant the United States or any State thereof. The Company has not made an express or implied commitment to which severance is modify, change or terminate any Employee Plan other than a modification, change or termination required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the Company has made available to Parent true, correct and complete copies of (i) the current plan documents and current summary plan descriptions; . (ii) Except as provided in Schedule 3.02(s)(ii), neither the most recent determination Company nor any trade or opinion letterbusiness that is required to be aggregated with the Company under Code Section 414(o) or Section 4001 of ERISA (an “ERISA Affiliate”) contributes to or has ever contributed to or has any liability or contingent liability with respect to any “multiemployer plan” within the meaning of Section 3(37) of ERISA, if anya “multiple employer plan” within the meaning of Section 210 of ERISA or Code Section 413, from a pension plan subject to Title IV of ERISA or Code Section 412, or a “welfare benefit fund” within the IRS for any meaning of Code Section 419. (iii) Each Employee Plan that which is intended to qualify pursuant to be qualified under Section 401(a) of the Code; , and the trust (if any) forming a part thereof, has received a favorable determination letter from the IRS that it is so qualified, and each related trust which is intended to be exempt from federal income Tax pursuant to Section 501(a) of the Code, has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter that would adversely affect such qualification, tax-preferred or tax exempt status, as the case may be. (iv) No Liability under Title IV or Section 302 of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full and no condition exists that presents a risk to the Company or any ERISA Affiliate of incurring any such Liability, other than Liabilities due to the Pension Benefit Guaranty Corporation (which premiums have been paid when due). No Employee Plan that is subject to Title IV of ERISA or Section 412 of the Code or any trust established thereunder has failed to satisfy the applicable “minimum funding standard” as defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, as of the last date of the most recent fiscal year of each such plan that ended prior to Closing. (v) With respect to each Employee Plan in which employees of the Company participate, the Company is not currently liable for any Tax arising under Section 4971, 4972, 4975, 4976, 4978, 4979, 4980 or 4980B of the Code, and no fact or event exists which would give rise to any such Liability. The Company has not incurred any Liability under or arising out of ERISA, the Health Insurance Portability and Accountability Act of 1996 and the Family Medical Leave Act of 1993 and no fact or event exists that would result in such a Liability. None of the assets of the Company are the subject of any lien arising under ERISA or the Code and no fact or event exists which would give rise to any such lien. (vi) The Company has performed all of its obligations under the Employee Plans to the extent required by applicable Law. Each Employee Plan is now and has at all times prior to the date hereof been operated in all material respects in accordance with the requirements of all applicable Laws, including, without limitation, ERISA and the Code. Except as set forth on Schedule 3.02(s)(vi), the Financial Statements reflect accruals of all amounts of employer contributions and premiums accrued by the Company in respect of employees employed or Persons formerly employed by the Company but unpaid with respect to the Employee Plans as of the date of such statements. (vii) Except for claims for benefits arising in the ordinary course with respect to any Employee Plan, there are no claims, actions, suits, proceedings, investigations or hearings pending or, to the Company’s or the Management Sellers’ knowledge, threatened with respect to any Employee Plan or any fiduciary thereof, and there exists no condition or set of circumstances which could reasonably be expected to subject the Company to any Liability under the terms of or with respect to any Employee Plan or under ERISA, the Code, or applicable Law. (viii) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (whether alone or together with another event such as termination of employment) will (i) entitle any individual to severance pay, (ii) accelerate the time of payment or vesting under any Employee Plan or other agreement, (iii) trigger any funding (though a grantor trust or otherwise) of any compensation, severance or other benefit under any Employee Plan or other agreement to which the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee PlanCompany is a party, including all schedules thereto; or (iv) increase the amount of compensation or benefits due to any related trust agreements, insurance contracts, insurance policies or other Contracts individual. (ix) Each Employee Plan that is a “nonqualified deferred compensation plan” (within the meaning of any funding arrangements; (vCode Section 409A(d)(1)) any notices and is subject to or from the requirements of Code Section 409A is in compliance with Code Section 409A and all guidance issued by the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentTreasury.

Employee Plans. Section 3.18(a)(i(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the The Company has made available to Parent in the Data Room current, true, correct and complete copies of all material Company Employee Plans, as amended, or, if oral, a description thereof together with all related material documentation, including (i) the current plan documents funding agreement (including any trust, insurance, record-keeping and current summary plan descriptionsother similar service provider Contracts); (ii) the most recent determination member booklets and brochures and (iii) all material, non-routine correspondence with any Governmental Entity in respect of a Company Employee Plan for the current year and the previous three (3) years. (b) Except as set out in Section 29(b) of the Company Disclosure Letter or opinion letterwould not, if anyindividually or in the aggregate, from be material to the IRS Company and its Subsidiaries, no amount that could be received (whether in cash or property or the vesting of property), as a result of the consummation of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional or subsequent event) (i) has resulted or would result in the payment of any “excess parachute payment” within the meaning of section 280G of the Code (or any corresponding provision of state, local or foreign income Laws relating to Taxes) in connection with the Arrangement, or (ii) would not be deductible by reason of section 280G of the Code or would be subject to an excise tax under section 4999 of the Code. (c) The Company has, in all material respects, established, registered, communicated, invested, funded and administered each Company Employee Plan, including any associated trust, fund or other funding arrangement, in accordance with Law and the applicable Company Employee Plan terms. There have been no material non-compliance Tax or penalties imposed by a Governmental Entity in respect of any Company Employee Plan, and no fact or circumstance exists that is reasonably likely to adversely affect the registered status or intended favourable Tax treatment of any Company Employee Plan. (d) Each Company Employee Plan that is subject to section 409A or section 457A of the Code has been administered in material compliance with its terms and section 409A or section 457A of the Code, as applicable (including the operational and documentary requirements thereof) and all applicable regulatory guidance thereunder (including, notices, rulings and proposed and final regulations). Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, (i) no payment to be made under any Company Employee Plan is, or to the knowledge of the Company, will be, subject to the penalties of section 409A(a)(1) or section 457A of the Code; and (ii) neither the Company nor any of its Subsidiaries has any obligation to gross up, indemnify or otherwise reimburse any Person for any excise taxes, interest or penalties incurred pursuant to section 409A or section 457A of the Code. (e) There are no pending, or to the knowledge of the Company, threatened claims or proceedings (other than routine claims for benefits) in respect of any Company Employee Plan which could reasonably be expected to result in any material liability to the Company or any of its Subsidiaries, and no audit or other proceeding by a Governmental Entity is pending, or to the knowledge of the Company, threatened with respect to any Company Employee Plan. (f) Except as set out in Section 29(f) of the Company Disclosure Letter and other than in the Ordinary Course, no commitments to improve or otherwise amend any Company Employee Plan have been made except as required by applicable Laws. (g) Neither the Company nor any of its Subsidiaries is an “ERISA Affiliate” (within the meaning of ERISA) in respect of any Person other than the Company or any of its Subsidiaries, and no claim or allegation respecting “ERISA Affiliate” status is pending or threatened. No Company Employee Plan is and neither the Company nor any of its Subsidiaries has any liability with respect to (i) a plan that is subject to section 302 or Title IV of ERISA or sections 412, 430 or 4971 of the Code; (ii) a multiemployer plan as defined under section 3(37) of ERISA; or (iii) a multiple employer welfare arrangement as defined in section 3(40) of ERISA. Each Company Employee Plan that is intended to qualify pursuant to Section be qualified under section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required Code is subject to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or a favorable determination letter from the IRS Internal Revenue Service, and no event has occurred and no condition exists that could adversely affect or any office or representative of result in the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect revocation of any such Employee Plan during determination or cause the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit imposition of any employee of material liability, penalty or Tax under ERISA or the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority Code with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentdetermination.

Employee Plans. (a) Section 3.18(a)(i) 3.19 of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date of this Agreement, list of all material Employee Plans, and Section 3.18(a)(ii) Plans that cover any present or former employees or directors of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law)any Company Subsidiary. With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the The Company has made available to Parent true, correct and Buyer complete copies of (i) the current plan documents each material Employee Plan and current summary plan descriptions; (ii) all amendments thereto, together with the most recent determination or opinion letterannual report, if anyapplicable, from the IRS for any prepared in connection therewith. (b) No Employee Plan is subject to Title IV of ERISA or is a multiemployer plan (within the meaning of Section 3(37) of ERISA) and no “reportable event” (within the meaning of Section 4043 of ERISA) has occurred, other than a “reportable event” that would not reasonably be expected to have a Material Adverse Effect. (c) Each Employee Plan which is intended to qualify pursuant to be qualified under Section 401(a) of the Code; (iii) Code has received a favorable determination letter, or has pending or has time remaining in which to file an application for such determination from the Internal Revenue Service, and the Company is not aware of any reason why any such determination letter should be revoked or not be reissued. The Company has made available to Buyer copies of the most recent annual report on Form 5500 required Internal Revenue Service determination letters with respect to have each such Employee Plan. Each Employee Plan has been filed maintained in material compliance with its terms and with the IRS for each requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such Employee Plan, including all schedules thereto; (iv) . No material events have occurred with respect to any related trust agreements, insurance contracts, insurance policies Employee Plan that could result in payment or other Contracts assessment by or against the Company of any funding arrangements; material liability under the Code. (vd) Neither the Company nor any notices to Company Subsidiary has any current or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues projected liability in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any nonpost-United States jurisdiction primarily employment or retirement health or life insurance benefits for the benefit of any employee former or current employees of the Company or any of its Subsidiaries whose principal work location is outside Company Subsidiary, except as required to avoid excise tax under Section 4980B of the United States Code. (e) Section 3.19 of the “International Employee Plans”), to Company Disclosure Schedule discloses each (i) agreement with any officer or other employee of the extent applicable, Company (A) the benefits of which are contingent, or the terms of which are altered, upon the occurrence of a summary transaction involving the Company of such International Employee Planthe nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee or (C) providing severance benefits or other benefits after the most recent annual report termination of employment of such officer or similar compliance documents required employee; (ii) agreement, plan or arrangement under which any person may receive payments from the Company that may be subject to be filed with any Governmental Authority with respect to the tax imposed by Section 4999 of the Code or included in the determination of such planperson’s “parachute payment” under Section 280G of the Code; and (Ciii) agreement or plan binding the Company, including any document comparable option plan, unit appreciation right plan, restricted unit plan, unit purchase plan, severance benefit plan or Employee Plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. (f) Each Employee Plan that is a “welfare plan” (within the meaning of Section 3(1) of ERISA) is amendable and terminable unilaterally by the Company at any time without liability or expense to the determination letter referenced pursuant Company or such Employee Plan as a result thereof (other than for benefits accrued to clause the date of termination or amendment and reasonable administrative expenses relating thereto). (g) (i) each Employee Plan that is a “nonqualified deferred compensation plan” (as defined in Code Section 409A(d)(1)) has been operated since January 1, 2005 in good faith compliance with Code Section 409A and IRS Notice 2005-1, (ii) above issued no Employee Plan that is a “nonqualified deferred compensation plan” has been materially modified (as determined under Notice 2005-1) after October 3, 2004, (iii) no event has occurred that would be treated by Code Section 409A(b) as a Governmental Authority relating to transfer of property for purposes of Code Section 83, and (iv) no stock option or equity unit option granted under any Employee Plan has an exercise price that has been or may be less than the satisfaction fair market value of law necessary to obtain the most favorable Tax treatmentunderlying stock or equity units (as the case may be) as of the date such option was granted or has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option.

Employee Plans. (a) Section 3.18(a)(i) 4.11 of the Company Disclosure Letter sets forth a true, correct and complete list, Memorandum lists each "employee benefit plan," as of the date of this Agreement, of all material Employee Plans, and defined in Section 3.18(a)(ii3(3) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments Retirement Income Security Act of 1974, as amended ("ERISA"), other than those pursuant a "multiemployer plan" within the meaning of Section 3(37) of ERISA ("Multiemployer Plan"), whether or not subject to which severance is required by applicable Law). With respect to ERISA, and each other employment, severance, incentive, retention, change in control or other material Employee Plan providing benefits to employees whose principal work location is in compensatory plan, policy, agreement or arrangement and the United Statesmaximum liability of the Company and its Subsidiaries and, to the extent applicableKnowledge of the Company, TNI Partners thereunder that (i) is maintained or contributed to by the Company, any of its Subsidiaries or TNI Partners and (ii) covers any director, employee or former employee of the Company, any of its Subsidiaries or TNI Partners (collectively, the "Employee Plans"). Subject to data protection or other law concerning the disclosure of personal data, the Company has made available to Parent truecopies of the Employee Plans (and, correct if applicable, related trust agreements or other funding arrangements) and all amendments thereto. (b) Each Employee Plan (and with respect to TNI Partners, to the Knowledge of the Company) that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), meets, in all material respects, the applicable requirements of the Code and is covered by a determination letter issued by the IRS after January 1, 1994 with respect to each plan and trust and each amendment thereto or such plan and trust and/or amendment are covered under the remedial amendment period provided under Code Section 401(b). Each Employee Plan (and with respect to TNI Partners, to the Knowledge of the Company) has been administered in compliance with its terms and with the requirements of applicable law, including but not limited to ERISA, the Code and applicable case law, and the Company has received no notice from any Governmental Entity questioning such plan's compliance with applicable law, except where the failure to so administer would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (c) With respect to any Employee Plan covered by Title I of ERISA (and with respect to TNI Partners, to the Knowledge of the Company), no non-exempt transaction prohibited by Section 406 of ERISA or Section 4975 of the Code has occurred which will cause the Company or TNI Partners to incur a liability under ERISA or the Code that would reasonably be expected to have a Material Adverse Effect on the Company. No "accumulated funding deficiency," as defined in Section 412 of the Code (and with respect to TNI Partners, to the Knowledge of the Company), has been incurred with respect to any Employee Plan subject to such Section 412, whether or not waived. No "reportable event," within the meaning of Section 4043 of ERISA, other than a "reportable event" for which the 30-day notice period has been waived, that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company (and with respect to TNI Partners, to the Knowledge of the Company), has occurred in connection with any Employee Plan that is subject to Title IV of ERISA. Neither the Company nor any entity that, together with the Company, would be treated as a single employer under Section 414 of the Code (an "ERISA Affiliate") (and with respect to TNI Partners, to the Knowledge of the Company) has engaged in a transaction described in Sections 4069 or 4212(c) of ERISA or has incurred, or reasonably expects to incur prior to the Effective Time, any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered by Title IV of ERISA that could become a liability of the Company, Parent or any ERISA Affiliate after the Effective Time, other than a liability that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Without limiting the foregoing, the minimum employer contributions required by law (and with respect to TNI Partners, to the Knowledge of the Company) have been made with respect to each Employee Plan. (d) There has been (and with respect to TNI Partners, to the Knowledge of the Company) no failure of any Employee Plan which is a group health plan (as defined in Section 5000(b)(1) of the Code) to meet the requirements of Code Section 4980B(f) with respect to a qualified beneficiary (as defined in Section 4980B(g)), other than a failure that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (e) Except as set forth in the Company Disclosure Memorandum or as set forth in this Agreement, no director, employee or former employee of the Company or any Subsidiary thereof or, to the Knowledge of the Company, TNI Partners will become entitled to any material bonus, retirement, severance, retention, change in control or similar benefit (including acceleration of vesting or exercise of an incentive award) as a result of the Transactions, and there is no contract, plan, program or arrangement covering any employee or former employee of the Company or any Subsidiary thereof or, to the Knowledge of the Company, TNI Partners that, individually or collectively, would reasonably be expected to give rise to a payment that would not be deductible by Parent, the Company or any Subsidiary thereof or TNI Partners by reason of Section 280G of the Code as a result of the Transactions or as a result of termination of employment in connection therewith. (f) With respect to each Employee Plan, where applicable, the Company or, to the Knowledge of the Company, TNI Partners has provided, made available or will make available upon request to Parent, true and complete copies of (i) the current plan documents and current summary plan descriptions; most recent IRS Form 5500 filing (including, if applicable, Schedule B thereto), (ii) the most recent determination or opinion letterfinancial statement, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; and (iii) the most recent annual actuarial report on and Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; PBGC-1 filing. (ivg) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (vSection 4.11(g) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or Disclosure Memorandum lists each Multiemployer Plan to which the Company, any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”)or, to the extent applicableKnowledge of the Company, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents TNI Partners is required to be filed with contribute. Neither the Company, any Governmental Authority of its Subsidiaries nor, to the Knowledge of the Company, TNI Partners has incurred a liability under Title IV of ERISA with respect to such plan; a Multiemployer Plan (including, without limitation, liability resulting from a complete or partial withdrawal) which has not been satisfied and which would reasonably be expected to have a Material Adverse Effect on the Company. (Ch) any document comparable Except as provided in the Company Disclosure Memorandum, the Company and, to the determination letter referenced pursuant Knowledge of the Company, TNI Partners has made no promises, representations or affirmations to clause participants or retirees in relation to ongoing retiree health benefits that would give rise to binding obligations. (iii) above issued by a Governmental Authority Section 4.11 of the Company Disclosure Memorandum lists and, to the Knowledge of the Company, with respect to TNI Partners, each "voluntary employees beneficiary association" (within the meaning of Section 501(c)(9) of the Code) and since March 18, 1999, there have been no other "welfare benefit funds" relating to employees or former employees within the satisfaction meaning of law necessary to obtain Section 419 of the most favorable Tax treatmentCode.

Employee Plans. (a) Schedule 5.19 specifically sets forth all pension, savings, retirement, health, insurance, severance and other employee benefit or fringe benefit plans, programs, arrangements or agreements (including "employee benefit plans" as defined in Section 3.18(a)(i3(3) of ERISA) maintained or sponsored by the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of or with respect to which the Company Disclosure Letter separately sets forth each Contract has any responsibility, obligation or Employee Plan providing for severance payments liability, contingent or otherwise (other than those pursuant collectively referred to which severance is required by applicable Lawherein as the "Plans"). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicablePlans, the Company has made available delivered to Parent true, correct and complete the Buyer copies of of: (i) the current plan documents Plan documents, and, where applicable, related trust agreements, and current summary plan descriptionsany related agreements which are in writing; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Codesummary plan descriptions; (iii) the most recent annual report on Form 5500 required Internal Revenue Service determination letter relating to have been filed with the IRS each Plan for each Employee Plan, including all schedules theretowhich a letter of determination was obtained; (iv) any related trust agreementsto the extent required to be filed, insurance contracts, insurance policies or other Contracts the most recent Annual Report (Form 5500 Series and accompanying schedules of any funding arrangementseach Plan and applicable financial statements) as filed with the Internal Revenue Service; and (v) audited financial statements, if any. (b) Each Plan conforms to, and its maintenance and administration is in material compliance with, all applicable requirements of law, including, without limitation, ERISA and the Code and all of the Plans are in full force and effect as written, and all premiums, contributions and other payments required to be made by the Company under the terms of any notices Plan have been made or accrued. (c) Each Plan maintained by the Company that is intended to or be qualified under Section 401(a) of the Code and each trust maintained pursuant thereto has been determined to be exempt from federal taxation by the Internal Revenue Service and has a favorable determination letter from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With Internal Revenue Service with respect to each material Employee such Plan. No Plan maintained by the Company that is maintained an employee welfare benefit plan as defined in any non-United States jurisdiction primarily for Section 3(1) of ERISA (the benefit "Welfare Plan") is funded through a voluntary employee beneficiary association as defined in Section 501(c)(9) of any employee the Code. (d) None of the Company or any trade or business (whether or not incorporated) under common control with the Company within the meaning of its Subsidiaries whose principal work location is outside Section 414(b), (c), (m) or (o) of the United States Code (the “International Employee "Controlled Group") has ever maintained, contributed to or incurred any liability with respect to any Plan subject to Title IV of ERISA or Section 412 of the Code. (e) There are no multiemployer plans (as defined in Subsection 3(37) of ERISA) ("Multiemployer Plans”") to which the Company or any other member of the Controlled Group is, or has been, required to make a contribution or other payment. (f) The Company has never maintained any Plan providing post-retirement benefits ("Post-Retirement Benefits"). The Company is not liable for Post-Retirement Benefits under any plan not maintained by the Company. The Company has complied in all material respects with the requirements of Section 4980B of the Code and Sections 601 to 608 of ERISA or similar state laws relating to continuation coverage for group health plans. (g) There has been no material violation of ERISA or the Code with respect to the filing of applicable reports, documents and notices regarding the Plans with the Secretary of Labor or the Secretary of the Treasury or the furnishing of required reports, documents or notices to the participants or beneficiaries of the Plans. To the extent required to be filed, all Annual Reports (Form 5500 Series and accompanying schedules of each Plan and applicable financial statements) have been timely filed with the Internal Revenue Service. (h) There are no pending actions, claims or lawsuits which have been asserted, instituted or, to the extent applicableknowledge of the Sellers, (A) a summary threatened, against the Plans, the assets of any of the trusts under such International Employee PlanPlans or the Plan sponsor or the Plan administrator, (B) or, to the most recent annual report or similar compliance documents required to be filed with knowledge of the Sellers, against any Governmental Authority fiduciary of the Plans with respect to the operation of such plan; Plans (other than routine benefit claims). (i) Except as specifically set forth on Schedule 5.19, the execution of, and performance of the transactions contemplated in, this Agreement will not, either alone or upon the occurrence of subsequent events, result in any payment (C) whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentemployee.

Employee Plans. (a) Section 3.18(a)(i3.9(a) of the Company Disclosure Letter Schedules sets forth a true, correct complete and complete list, accurate list as of the date Agreement Date of this Agreementeach current material Company Plan (other than: (i) any offer letter or other employment Contract that (A) is terminable “at-will” or following a notice period imposed by applicable Law and, in each case, does not provide for severance, retention, change of all control, transaction or similar bonuses or similar types of payments other than severance payments or advance notice of termination periods required to be made by the Company or any Company Subsidiaries under applicable foreign Law) and (B) does not deviate in any material Employee Plansrespect from the form of offer letter or form employment Contract made available to Parent prior to the Agreement Date, (ii) any consulting services Contract that is terminable upon thirty (30) days’ notice or less without further payment, liability or obligation, or (iii) any individual equity award grant notice or award agreement on the Company’s standard forms of equity award grant notice and agreement in the forms made available to Parent). (b) With respect to each Company Plan set forth on Section 3.18(a)(ii3.9(a) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicableSchedules, the Company has made available to Parent truea true and correct copy of, correct and complete copies of as applicable: (i) each written Company Plan and all amendments thereto, if any, or, with respect to any unwritten Company Plan, a summary of the current plan documents and current summary plan descriptionsmaterial terms thereof; (ii) the most recent determination or opinion lettercurrent summary plan description of each Company Employee Benefit Plan and any material modifications thereto, if any, from the IRS or any written summary provided to participants with respect to any plan for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Codewhich no summary plan description exists; (iii) the most recent determination letter (or if applicable, advisory or opinion letter) from the Internal Revenue Service or other Governmental Authority; (iv) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Planor such similar report, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies statement or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents information return required to be filed with or delivered to any Governmental Authority, if any; (v) all material notices given to the administrator of such Company Employee Benefit Plan, the Company, any of the Company Subsidiaries or any Company ERISA Affiliate by the Internal Revenue Service, Department of Labor, Pension Benefit Guarantee Corporation, or other Governmental Authority with respect to such planCompany Plan since January 1, 2023; and (Cvi) any document comparable the most recent financial statements and actuarial or other valuation reports provided to the Company with respect thereto. (c) Each Company Employee Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code has been the subject of a favorable determination letter referenced pursuant (or, if applicable, advisory or opinion letter) from the Internal Revenue Service that has not been revoked or meets the requirements for such treatment and, to clause the Knowledge of the Company, no event has occurred and no condition exists that would reasonably be expected to materially and adversely affect the qualified status of any such Company Employee Benefit Plan or result in the imposition of any material liability, penalty or Tax under ERISA or the Code. (d) Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) each Company Plan has been established, maintained, funded and administered in accordance with its provisions and in compliance with all applicable provisions of ERISA and the Code and other applicable Law; and (ii) above issued by a Governmental Authority relating to the satisfaction Knowledge of law necessary the Company, all payments and contributions required to obtain be made under or with respect to any Company Plan have been timely made or the most amount of such payment or contribution obligation has been reflected in the Company SEC Reports which are publicly available prior to the Agreement Date. (e) Neither the Company nor any Company ERISA Affiliate maintains, sponsors, contributes to, or has any liability or obligation with respect to, any (i) “defined benefit plan” as defined in Section 3(35) of ERISA (whether or not subject to ERISA), (ii) “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA, (iii) multiple employer plan (as described in Section 413(c) of Code), or (iv) “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). No Company Plan provides for retiree, post-employment, or post-service health or other welfare benefits, except as required by Section 4980B of the Code. (f) No Company Plan provides for a “gross-up” or similar payment or reimbursement, and no current or former employee, officer, director or other individual service provider of the Company or the Company Subsidiaries has a right to indemnification, in respect of any Taxes that may become payable under Sections 409A or 4999 of the Code. (g) Except as set forth on Section 3.9(g) of the Company Disclosure Schedules, neither the execution and delivery of this Agreement, nor the consummation of the Transactions, either alone or in combination with another event, could: (i) entitle any current or former employee, officer, director or other individual service provider of the Company or the Company Subsidiaries (or any dependent or beneficiary thereof) to any payment of compensation or benefits (whether in cash, property or the vesting of property); (ii) increase the amount of compensation or benefits due or payable to any such person set forth in the preceding clause (i); (iii) accelerate the vesting, funding or time of payment of any compensation, equity award or other benefit; (iv) require a contribution by the Company or any Company Subsidiary to any Company Plan; (v) restrict the ability of the Company or any Company Subsidiary to merge, amend or terminate any Company Plan; or (vi) result in the forgiveness of any employee or service provider loan. (h) No payment or benefit, individually or together with any other payment or benefit, that could be received (whether in cash, property or the vesting of property), as a result of the Transactions, either alone or in combination with another event, by any current or former employee, officer, director or other individual service provider of the Company or the Company Subsidiaries would not be deductible by reason of Section 280G of the Code or would be subject to an excise tax under Section 4999 of the Code. (i) Without limiting the generality of the other provisions of this Section 3.9, with respect to each Company Plan that is subject to the Laws of a jurisdiction other than the United States (a “Non-U.S. Plan”): except as would not reasonably be expected to have a Company Material Adverse Effect, (i) each Non-U.S. Plan required to be registered has been registered and has been maintained in good standing in all material respects with applicable regulatory authorities, (ii) each Non-U.S. Plan intended to receive favorable Tax treatmenttax treatment under applicable tax Laws has been qualified or similarly determined to satisfy the requirements of such Laws, and (iii) no Non-U.S. Plan is a defined benefit plan, and (iv) no Non-U.S. Plan has any material unfunded liabilities, nor are such unfunded liabilities reasonably expected to arise in connection with the transactions contemplated by this Agreement.

Employee Plans. (a) Section 3.18(a)(i3.18(a) of the Company Seller Disclosure Letter sets forth a truelist of each material Seller Employee Plan and the name of its sponsor or, correct and complete listwhere applicable, as the name of the date of this Agreement, of all material entity that is party to the Seller Employee Plans, and Section 3.18(a)(iiPlan. (b) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Seller Employee Plan providing benefits Plan, Seller has provided or made available to employees whose principal work location is in the United StatesPurchaser a copy (or a true, complete and current summary description) thereof (including amendments) and, to the extent applicable, the Company has made available to Parent true, correct and complete copies of : (i) the current plan documents and current summary plan descriptionsmost recent IRS determination, opinion or advisory letter; (ii) the most recent determination or opinion letter, if any, from the IRS for summary plan description (and any Employee Plan that is intended to qualify pursuant to Section 401(a) subsequent summaries of the Codematerial modifications); and (iii) the most recent annual report on Form 5500 required and attached schedules. (c) Except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, (i) each Seller Employee Plan has been filed maintained and operated in substantial compliance with its terms and with any applicable provisions of ERISA and/or the Code; and (ii) each Seller Employee Plan which is intended to be qualified within the meaning of Section 401(a) of the Code has received a current favorable determination letter (or the prototype or volume submitter form plan document on which such Seller Employee Plan is based has received a current opinion letter or advisory letter) from the IRS for each as to its qualification, and nothing has occurred, whether by action or failure to act, that would reasonably be expected to cause the loss of such qualification. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and except as disclosed in Section 3.18(d) of the Seller Disclosure Letter, none of the Share Sellers, any Acquired Company, any Asset Seller or any of their respective ERISA Affiliates has any direct or indirect Liability with respect to any plan subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA, including, without limitation, any “multiemployer plan” (within the meaning of Sections 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code) or any “single-employer plan” (within the meaning of Section 4001(a)(15) of ERISA). (e) Except as disclosed in Section 3.18(e) of the Seller Disclosure Letter, the consummation of the transactions contemplated by this Agreement alone, or in combination with any other event, will not give rise to any material liability under any Seller Employee Plan, including all schedules thereto; (iv) or accelerate the time of payment or vesting or increase the amount of compensation or benefits due to any related trust agreementsemployee, insurance contractsofficer, insurance policies director or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative service provider of the United States Department of Labor or Share Sellers, any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Acquired Company or any Asset Seller. No amount that could be received (whether in cash or property or the vesting of its Subsidiaries whose principal work location is outside property), as a result of the United States (consummation of the “International transactions contemplated by this Agreement, by any employee or other service provider of the Share Sellers, any Acquired Company or any Asset Seller under any Seller Employee Plans”), Plan or otherwise would not be deductible by reason of Section 280G of the Code or would be subject to an excise tax under Section 4999 of the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentCode.

Employee Plans. Section 3.18(a)(i) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, Shareholders have heretofore delivered to the extent applicable, the Company has made available to Parent Buyer true, correct and complete copies of of: (i) the current plan documents most recent Internal Revenue Service determination letter relating to each of CC, CCT and current summary plan descriptions; each Joint Venture Company's pension, profit-sharing, stock bonus or other deferred compensation arrangements, if any, listed in EXHIBIT 3.3(m) hereto for which a letter was obtained except for any multi-employer plans sponsored by any of them (each a "Plan" and collectively the "Plans"); (ii) the most recent determination or opinion letterAnnual Report (Form 5500 series) and accompanying schedules of each Plan currently sponsored by any of them, if anywith respect to which the same are required, from the IRS for any Employee Plan that is intended to qualify as filed pursuant to applicable law; and (iii) all plan documents, as amended to date, summary plan descriptions and summaries of material modifications and all plan termination documentation with respect to each Plan and employee welfare plan presently or in the past sponsored by CC, CCT or any of the Joint Venture Companies, as well as the most recent financial statements of each of such plans, except for the multi-employer plans referred to below. With respect to each of such Plans as to which an Annual Report (Form 5500 series) is required to be filed, no liabilities as of the date of such Annual Report exist unless specifically referred to in the most recent such Annual Report, and no material change has occurred with respect to the matters covered by the last Annual Report since the date thereof. Shareholders do not know, nor have any reasonable grounds to know, of any "prohibited transaction," as such term is defined in Section 406 of ERISA and Section 4975 of the Code, which has ever been engaged in by any Shareholder, CC, CCT or any of the Joint Venture Companies, or by any Plan sponsored by any of them, any trust created thereunder or any trustee, administrator or other fiduciary thereof, or which would subject such Plan or any such entity, or any party dealing with such Plan or any such trust, to the sanctions imposed by ERISA or the tax on prohibited transactions imposed by Section 4975 of the Code. There are no actions, suits or claims pending or, to the best of Shareholders' knowledge after due inquiry, threatened, against any of the Plans or any administrator or fiduciary thereof. Neither any of the Plans nor any of said trusts have incurred any "accumulated funding deficiency," as such term is defined in Section 302 of ERISA or Section 412(a) of the Code (whether or not waived), since the date of ERISA. The terms and operation of each of the Plans have complied to the extent required with the provisions of Section 401(a) of the Code; (iiiCode and with ERISA, and all reports and notices required by ERISA or the Code have been duly filed or given. Shareholders shall deliver to the Buyer a list of all of CC, CCT and all the Joint Venture Companies Plans subject to Title IV of ERISA and all trusts created thereunder which have been terminated, and all "reportable events," as that term is defined in Section 4043 of ERISA. Except as may be specified in EXHIBIT 3.3(m) hereto, none of such Plans and no such trust has been terminated, nor has any such "reportable event" occurred with respect to any such Plans since the effective date of ERISA. The present value, on a plan termination basis, of all benefits accrued under each Plan sponsored or contributed to by CC, CCT or any of the Joint Venture Companies and subject to Title IV of ERISA did not, as of the most recent annual report on Form 5500 required valuation date, exceed the fair market value of the assets of such Plan as of such date. CC, CCT and the Joint Venture Companies have never been sponsors of, and/or a contributing employer to, a multi-employer pension plan subject to the provisions of Section 4201, ET SEQ., of ERISA; or if they have, they have been filed with never incurred any withdrawal liability thereunder, nor will they incur any such liability as a result of the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts consummation of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor transactions contemplated by this agreement; or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company if they will, at or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), prior to the extent applicableClosing Date, (A) they will pay or otherwise satisfy such liability in full and/or establish an escrow fund or secure a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority bond in an appropriate amount with respect to such plan; and (C) any document comparable the same with an escrow agent and/or a bonding company reasonably satisfactory to the determination letter referenced pursuant Buyer and in a manner agreeable to clause (ii) above issued by applicable law. Neither CC, CCT nor any of the Joint Venture Companies have ever been a Governmental Authority relating sponsor of, or a contributing employer to, a single employer pension plan subject to the satisfaction provisions of law necessary Section 4041, ET SEQ., of ERISA; nor have they ever incurred any liability thereunder or under Section 4062, ET SEQ., of ERISA, nor will any of them incur any such liability as a result of the consummation of any of the transactions contemplated by this agreement; or if any of them will, at or prior to obtain the most favorable Tax treatmentClosing Date, they will pay or otherwise satisfy such liability in full and/or establish an escrow fund or secure a bond with respect to the same as provided in the preceding sentence.

Employee Plans. Section 3.18(a)(i(a) of Schedule 5.18(a) sets forth all pension, savings, retirement, health, insurance, severance and other employee benefit or fringe benefit plans or practices maintained or contributed to by the Company Disclosure Letter sets forth a true, correct and complete list, (collectively referred to herein as of the date of this Agreement, of all material Employee "Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law"). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicablePlans, the Company has made available delivered to Parent true, correct and complete Hampshire copies of of: (i) the current plan documents documents, and, where applicable, related trust agreements, and current summary plan descriptionsany related agreements which are in writing; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Codesummary plan descriptions; (iii) the most recent annual report on Form 5500 required Internal Revenue Service determination letter relating to have been filed with the IRS each Plan for each Employee Plan, including all schedules theretowhich a letter of determination was obtained; (iv) any related trust agreementsto the extent required to be filed, insurance contracts, insurance policies or other Contracts the most recent Annual Report (Form 5500 Series and accompanying schedules of any funding arrangementseach Plan and applicable financial statements) as filed with the Internal Revenue Service; (v) any notices to or from audited financial statements; and (vi) actuarial reports, if any. (b) Except as set forth in Schedule 5.18(b): (i) each Plan conforms to, and its administration is in compliance with, all applicable requirements of law, including, without limitation, ERISA and the IRS or any office or representative Internal Revenue Code of 1986, as amended (the "Code") and (ii) all of the United States Department of Labor or any similar Governmental Authority relating Plans are in full force and effect as written, and all premiums, contributions and other payments required to any material compliance issues in respect be made by the Company under the terms of any Plan have been made or accrued. (c) Except as set forth in Schedule 5.18(c), each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, its related trust is exempt from taxation under Section 501(a) of the Code, and a favorable determination letter has been issued by the Internal Revenue Service with respect to each such Employee qualified Plan. No Plan during is funded through a "voluntary employees' beneficiary association," as defined in Section 501(c) (9) of the past three yearsCode. No Plan is a "multiple employer plan" (within the meaning of Section 413 of the Code). (d) Except as set forth in Schedule 5.18(d), all required installments, within the meaning of Section 412(m) of the Code, required to be made by the Company before the Closing Date with respect to each Plan will have been paid prior to the Closing Date. No Plan has incurred any "accumulated funding deficiency" (whether or not waived) as that term is defined in Section 412 of the Code or Section 302 of ERISA. With respect to each material Employee Plan that is maintained subject to Title TV of ERISA: (i) As of the date hereof and on the Closing Date, the present value of all benefit liabilities (as defined in any non-United States jurisdiction primarily Section 4001 (a) (16) of ERISA) will not exceed the then current fair market value of the assets of such a plan (determined by using the actuarial assumptions used for the benefit most recent actuarial valuation) (e) Except as set forth in Schedule 5.18(e), there are no "multiemployer plans" (as defined in Section 3(37) of any employee of ERISA) to which the Company or any other trade or business under common control with the Company (within the meaning of its Subsidiaries whose principal work location is outside Section 414(b) or (c) of the United States Code) (an "ERISA Affiliate") is, or at any time within the six-year period ending on the date hereof, has been required to make a contribution or other payment. (f) Except as set forth in Schedule 5.18(f), no "pension plan," as defined in Section 3(2) of ERISA, maintained by the Company or any entity which was at the time an ERISA Affiliate has been terminated since September 1, 1974, in a termination which results in any liability under Title IV of ERISA which has not been fully satisfied. Except as indicated in Schedule 5.18(f), none of the Plans that are subject to Title IV of ERISA has been partially terminated or has been the subject of a "reportable event" as defined in Section 4043 of ERISA (other than events for which the 30-day notice period has been waived). No proceedings by the Pension Benefit Guaranty Corporation (the “International Employee "PBGC") to terminate any of the Plans pursuant to Subtitle C of Title IV of ERISA have been instituted or threatened. All required premiums have been paid to the PBGC with respect to all Plans”. (g) There has been no non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Part 4 of Subtitle B of Title I of ERISA) with respect to any Plan. (h) Except as set forth in Schedule 5.18(h), or as otherwise disclosed on the Financial Statements, the Company does not maintain any Plan providing post-retirement benefits other than pension benefits provided under the Plans qualified under Section 401(a) of the Code ("Post-Retirement Benefits"). The Company is not liable for Post-Retirement Benefits under any plan not maintained by the Company. The Company has complied in all material respects with the requirements of Section 4980B of the Code and Sections 601 to 608 of ERISA relating to continuation coverage for group health plans. (i) No event has occurred and there exists no circumstances under which the Company could incur liability under ERISA, the Code or otherwise (other than routine claims for benefits). There are no actions, suits or claims (other than routine claims for benefits) pending or, to the extent applicableknowledge of the Seller, (A) a summary of such International Employee Planthreatened, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and any Plan or against the assets of any Plan. (Cj) The consummation of the transactions contemplated by this Agreement will not (i) entitle any document comparable individual to the determination letter referenced pursuant to clause severance pay, or (ii) above issued by a Governmental Authority relating accelerate the time of payment or vesting of, or increase the amount of, compensation due to any individual, or (iii) result in the payment of an amount subject to the satisfaction deduction limitations of law necessary to obtain Section 280G or 162(m) of the most favorable Tax treatmentCode. (k) There are no trades or businesses (whether or not incorporated) under common control with the Company within the meaning of Sections 414(b), (c), (m) or (o) of the Code. (i) The Company has not incurred any liability or obligation under WARN or any similar state law.

Employee Plans. Section 3.18(a)(i) of the Company Disclosure Letter 3.10.1. Schedule 3.10.1 sets forth a true, correct and complete list, as of the date of this Agreement, list of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicablePlan, the Company has made available to Parent true, Buyer true and correct and complete copies of (i) the current plan documents official Employee Plan documents, including all amendments thereto, or, in the case of an unwritten Employee Plan, a written description thereof, and current summary plan descriptions; (ii) the most recent determination or opinion lettersummary plan descriptions and any summaries of material modifications thereto, if any, from and the IRS for any past three annual reports and associated summary annual reports. 3.10.2. Each Employee Plan that is intended to qualify pursuant be qualified under Section 401(a) of the Code (i) has received a favorable determination or opinion letter or filed for a determination or opinion letter from the IRS to the effect that the form of such plan is so qualified or the applicable period for requesting such determination or opinion has not yet expired, and each trust created thereunder has been determined by the IRS to be exempt from Tax under the provisions of Section 501(a) of the Code and (ii) to the Company’s Knowledge, nothing has occurred since the date of any such determination or prototype opinion letter that could reasonably be expected to give the IRS grounds to revoke its qualified status under Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to . 3.10.3. Each Employee Plan has been established, maintained, operated and administered in compliance in all material respects with applicable Legal Requirements. There have been filed no actions or omissions that would be non-exempt prohibited transactions under Section 406 of ERISA or Section 4975 of the Code or material breaches of any of the duties imposed by ERISA on “fiduciaries” (within the meaning of Section 3(21) of ERISA) with respect to the IRS for Employee Plans, which actions or omissions could reasonably be expected to result in any Liability or excise tax being imposed on the Company under applicable Legal Requirements. 3.10.4. All required contributions, assessments and premium payments on account of each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies Plan have been timely paid by the applicable due date or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues accrued in respect of any such Employee Plan during the past three yearsaccordance with GAAP. 3.10.5. With respect to each material Employee Plan, there are no pending (or, to the Company’s Knowledge, threatened) Actions involving the Company other than routine claims for benefits in the ordinary course of business. 3.10.6. None of the Company, any of its Subsidiaries, or any of its or their ERISA Affiliates maintain, sponsor, participate in, contribute to or have any obligation to contribute to, and at no time have such entities ever maintained, established, sponsored, participated in, contributed to or been obligated to, or otherwise have or had any Liability with respect to (i) any “defined benefit plan” (as defined in Section 3(35) of ERISA) that is subject to Title IV of ERISA, (ii) any “multiemployer plan,” (as defined in Section 3(37) of ERISA) or (iii) a “multiple employer plan” within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code. 3.10.7. Except as set forth on Schedule 3.10.7 or as required under Section 601 et seq. of ERISA or Section 4980B of the Code or any analogous state or local Legal Requirement, no Employee Plan provides benefits or coverage following retirement or other termination of employment. With respect to each Employee Plan that is maintained subject to Section 4980B of the Code, the Company and its Subsidiaries have complied in all material respects with the continuation coverage requirements of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA. No Employee Plan that provides health insurance or medical coverage is self-funded or self-insured. 3.10.8. Except as set forth on Schedule 3.10.8, the consummation of the Contemplated Transactions will not, either alone or in combination with another event (such as termination of employment), (a) result in any non-United States jurisdiction primarily for the benefit of payment becoming due under any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (Bb) accelerate the most recent annual report time of payment, funding or similar compliance documents required to be filed with vesting of any Governmental Authority with respect to such plan; and benefits under any Employee Plan, (Cc) increase the amount of compensation or benefits due under any document comparable to Employee Plan, or (d) result in the determination letter referenced pursuant to clause forgiveness in whole or in part of, or accelerate the repayment date of, any outstanding loans that exist under or as part of any Employee Plan. 3.10.9. Neither the Company, nor any of its Subsidiaries, maintains an Employee Plan that is a nonqualified deferred compensation plan (iiwithin the meaning of Section 409A(d)(1) above issued by a Governmental Authority relating to of the satisfaction of law necessary to obtain the most favorable Tax treatmentCode).

Employee Plans. (a) Schedule 3.20 sets forth all employee pension benefit plans (as such term is defined in Section 3.18(a)(i3(2) of the Employee Retirement Income Security Act of 1974 ("ERISA")) which are maintained by the Company Disclosure Letter sets forth a true, correct and complete list, as (or which cover employees of the date of this Agreement, of all material Employee Plans, Company) and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant designed to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the Company has made available to Parent true, correct and complete copies of (i) the current plan documents and current summary plan descriptions; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to be qualified under Section 401(a) of the Internal Revenue Code (the "Code; "). (b) The Company has not maintained an employee pension benefit plan which is designed to be qualified under Section 401(a) of the Code other than the plans so described in Schedule 3.20. To the best knowledge of Seller and the Company, such plans are qualified. The Company is and has at all times been in compliance with all applicable provisions of ERISA, all regulations promulgated under ERISA or the Code and other federal and state statutes and regulations relating to such employee pension benefit plans. No event has occurred or, to the knowledge of Seller and the Company, is threatened or about to occur that would constitute a reportable event within the meaning of Section 4043(b) of ERISA, and no notice of termination has been filed by a plan administrator pursuant to Section 4041 or 4041A of ERISA or issued by the Pension Benefit Guaranty Corporation ("PBGC") pursuant to Section 4042 of ERISA with respect to any employee pension benefit plan of the Company subject to ERISA. The Internal Revenue Service has issued favorable determination letter(s) on the plan(s) identified in Schedule 3.20 and Purchaser has been provided copies of such letters. To the best knowledge of Seller and the Company, nothing has occurred since the date of any such determination letter that has adversely affected the validity of the letters. (c) Full payment has been made of all amounts that the Company is required under the terms of all employee pension benefit plans to have paid as contributions to such plans, and no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, exists with respect to any such plan. The Company has paid all premiums (and interest charges and penalties for late payment, if applicable) due the PBGC with respect to each employee pension benefit plan and each plan year thereof for which such premiums are required. (d) As of the Closing Date all employee pension benefit plans which are designed to meet the requirements of Section 401(a) of the Code will be sufficiently funded so that no funding liability would result if such plans were terminated as of such date. The funding method used in connection with each employee pension benefit plan is acceptable under ERISA, the actuarial assumptions used in connection with funding such employee pension benefit plan in the aggregate are reasonable (taking into account the experience of such employee pension benefit plan and reasonable expectations). (e) The Company maintains employee pension benefit plan(s) which are not designed to be qualified under Section 401(a) of the Code as listed on Schedule 3.20. The participants in such plans, the actuarially determined present value at December 31, 1998 of their vested benefits, and the actuarial assumptions and calculations used to determine such present value are listed on Schedule 3.20 hereto. The Company is not delinquent in any payments under any of such plans. The Company is and has at all times been in compliance with all applicable provisions of ERISA, the Code, and all regulations promulgated under ERISA or the Code and other federal and state statutes relating to such employee pension benefit plans. (f) The Company maintains employee welfare benefit plans (as such term is defined in Section 3(1) of ERISA as listed on Schedule 3.20). The name of each plan, participants or class of participants and description of benefits are listed on Schedule 3.20 hereto. The Company is and at all times has been in substantial compliance with all applicable provisions of ERISA, the Code, and all regulations promulgated under ERISA or the Code, and other federal and state statutes and regulations relating to such employee welfare benefit plans. Full payment has been made of all amounts that the Company is required under the terms of such employee welfare benefit plans to have paid as contributions to such plans or as benefits under such plans except claims for benefits which are currently under administrative review pursuant to reasonable and consistent administrative procedures established for the operation of such plans. (g) Schedule 3.20 lists all other fringe benefits or payment practices maintained by the Company and not otherwise identified in this section. (h) Copies of all documents constituting the plans or written agreement describing any employee benefit plan, letter agreement, compensation arrangement or other program maintained by the Company have been previously furnished to Purchaser including any filings with any government office relating thereto, any contracts relating to assets of any such plans, and any actuarial or other calculations relating to the amount of benefits payable under such plans. (i) No event has occurred and no condition exists relating to any employee benefit plan (i) that could result in the imposition of an excise tax on the Company, (ii) that would justify the attachment of a lien on the assets of the Company, or (iii) the most recent annual report that could result in fiduciary liability being imposed on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any under Section 404 of its Subsidiaries whose principal work location is outside of the United States ERISA. (the “International Employee Plans”)j) There are no pending or, to the extent applicableknowledge of Seller and the Company, threatened claims, suits, or other proceedings involving any employee benefit plan or compensation arrangement other than ordinary and usual claims for participants and beneficiaries. (Ak) a summary of such International Employee PlanThe transactions contemplated by this Agreement will not result in any employee, (B) former employee, or other person being entitled to any severance benefit other than the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentseverance benefits described on Schedule 3.20 hereto.

Employee Plans. Section 3.18(a)(i(a) None of the Group Companies have any agreement, arrangement, commitment or obligation, whether formal or informal, whether written or unwritten and whether legally binding or not, to continue, modify or amend any existing Company Disclosure Letter sets forth a trueBenefit Plan, correct and complete list, as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing except for severance payments (other than those pursuant to which severance is amendments required by applicable Law). Law with respect to which the amendment deadline has not yet lapsed. (b) With respect to each Company Benefit Plan, the Company has provided BCSA with a current, true and complete copy (or, if such Company Benefit Plan is not in writing, an accurate summary of the material Employee Plan providing benefits to employees whose principal work location is in the United Statesterms) thereof (including all amendments thereto) and, to the extent applicable, the Company has made available to Parent true, correct and complete copies of : (i) the current plan documents and current most recent summary plan descriptionsdescription, and all summaries of material modifications related thereto, distributed with respect to such Company Benefit Plan; (ii) the most recent determination or opinion letterall Contracts related to such Company Benefit Plan, if anyincluding all trust agreements, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Codeinsurance Contracts, annuity Contracts and service provider agreements; (iii) the most recent annual report on Form 5500 (including all schedules and other attachments thereto); (iv) all nonroutine notices and correspondence since December 31, 2018 to or from any Governmental Entity (including social security authorities) relating to such Company Benefit Plan; and (v) all nondiscrimination, top-heavy and Code Section 415 and other year-end compliance tests performed with respect to such Company Benefit Plan for the three most recently completed plan years. (c) With respect to each Company Benefit Plan: (i) such Company Benefit Plan has been established, maintained, administered, operated and funded in all material respects in accordance with its terms and in compliance with all applicable requirements of all applicable Laws, including ERISA, the Code (and the regulations and rulings issued thereunder) and the ACPA, and each Group Company has properly performed in all material respects all of its duties and obligations under or with respect to such Company Benefit Plan; (ii) no Group Company, no ERISA Affiliate and no other Person has breached any fiduciary duty imposed upon it by ERISA or any other Law (including the ACPA); (iii) except as could not result, individually or in the aggregate, in a material liability to any Group Company, no prohibited transaction within the meaning of Section 406 or 407 of ERISA or Section 4975 of the Code (and not otherwise exempt under Section 408 of ERISA and Section 4975(c)(2) or 4975(d) of the Code) has occurred; (iv) except as could not result, individually or in the aggregate, in a material Liability to any Group Company all contributions, premiums and other payments due or required to have been filed paid to (or with respect to) such Company Benefit Plan on or before the Closing have been timely paid in accordance with the IRS for each Employee Planterms of such Company Benefit Plan and applicable Law or, including all schedules theretoif not due until after the Closing Date, have been properly accrued to the extent required in connection with the preparation of the Company’s financial statements; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; and (v) no Group Company has incurred (whether or not assessed), any notices to material penalty, Tax, fine, Lien or from Liability under ERISA, the IRS Code or any office other Law. No Group Company has incurred (whether or representative not assessed) any assessable payment, penalty, Tax or Liability under Section 4980B, 4980D, 4980H, 5000, 6721 or 6721 of the United States Department of Labor Code or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three yearsother Law. With respect to each material Employee plan or arrangement that would be a Company Benefit Plan but for the fact that such plan or arrangement is maintained or sponsored by a Governmental Entity, except as could not result, individually or in the aggregate, in a material Liability to any non-United States jurisdiction primarily for the benefit of any employee Group Company, all contributions required to have been made by or on behalf of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority Group Companies with respect to such plan or arrangement on or before the Closing have been timely made or, if not due until after the Closing Date, have been properly accrued to the extent required in connection with the preparation of the Company’s financial statements. (d) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and its related trust is exempt from taxation under Section 501(a) of the Code. Each such Company Benefit Plan is the subject of a current, unrevoked favorable determination letter from the IRS (or, in the case of a prototype, volume submitter or other pre-approved plan; , is the subject of a current, unrevoked favorable opinion or advisory letter issued by the IRS to the sponsor of such prototype or volume submitter plan and upon which the Group Companies and such Company Benefit Plan are entitled, under applicable IRS guidance, to rely) as to such Company Benefit Plan’s qualified status under the Code. To the Company’s knowledge, nothing has occurred (Cor failed to occur), and no facts or circumstances exist, that could adversely affect the qualified status of any such Company Benefit Plan or the exempt status of its related trust. (e) No Group Company or ERISA Affiliate has ever maintained, sponsored, participated in or contributed to (or been obligated to maintain, sponsor, participate in or contribute to), or has (or could have) any document comparable current or future Liability (including any contingent Liability) under or with respect to: (i) any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is or, at any time, was subject to Section 302 or 303 of ERISA, Title IV of ERISA or Section 412 or 430 of the determination letter referenced pursuant to clause Code; (ii) above issued by a Governmental Authority relating any “multiemployer plan” as defined in Section 3(37) of ERISA; (iii) any multiple employer plan within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code; or (iv) any “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. (f) No Group Company or Company Benefit Plan provides (or contributes toward the cost of) or has any obligation or agreement to provide (or contribute toward the cost of), life insurance, medical or other welfare benefits (within the meaning of Section 3(1) of ERISA) to any current or former owner, director, manager, officer, employee, consultant, independent contractor or service provider of or to the satisfaction Group Companies or any ERISA Affiliate (or the spouse, domestic partner, dependent or beneficiary of law any such individual) after their retirement or other termination of ownership, employment or service, except to the extent required by COBRA or the ACPA or any other Law (at the sole expense of the covered individual or for a limited period of time following a termination of employment pursuant to the terms of an existing employment, severance or similar agreement in effect as of the date hereof). (g) Each Company Benefit Plan that provides, in any part, nonqualified deferred compensation that is subject to Section 409A of the Code in all material respects satisfies the documentary and operational requirements of Section 409A(a)(2), 409(A)(a)(3), and 409A(a)(4) of the Code and all applicable guidance issued thereunder (and has satisfied such requirements for the entire period during which Section 409A of the Code has applied to such Company Benefit Plan), and no additional Tax under Section 409A(a)(1)(b) of the Code has been or could reasonably be expected to be incurred by any participant or beneficiary in any such Company Benefit Plan. No Group Company has any obligation or agreement (whether under a Company Benefit Plan or otherwise) to reimburse, “gross up,” indemnify or otherwise compensate any individual for any Taxes or interest imposed under Section 4999 or 409A of the Code. (h) Each Non-U.S. Company Benefit Plan that is intended to qualify for any preferential Tax treatment meets all of the requirements for such treatment and has obtained all approvals of all relevant Governmental Entities that are necessary to obtain qualify for such Tax treatment. Each Non-U.S. Company Benefit Plan is registered where required by, and has been maintained in good standing under, all applicable Laws and with all relevant Governmental Entities. No Non-U.S. Company Benefit Plan would be considered a “defined benefit plan” within the meaning of Section 3(35) of ERISA if such plan were subject to ERISA. To the extent any Non-U.S. Company Benefit Plan is not fully funded or fully offset by insurance coverage, any unfunded or underfunded liabilities in respect of such plan have been properly accrued to the extent required under applicable accounting standards. (i) There are no claims or Proceedings (other than routine claims for benefits) pending or, to the Company’s Knowledge, threatened with respect to (or against the assets of) any Company Benefit Plan. No investigation, audit or other Proceeding by any Governmental Entity (including social security authorities) is pending or in progress with respect to any Company Benefit Plan. (j) There has been no amendment, interpretation or other announcement (written or oral) by the Group Companies, any ERISA Affiliate or any other Person relating to, or change in participation or coverage under, any Company Benefit Plan that, either alone or together with other such items or events, could materially increase the expense to the Group Companies of maintaining such Company Benefit Plan (or the Company Benefit Plans taken as a whole) above the level of expense incurred by the Group Companies with respect thereto for the most favorable recent fiscal year included in the Financial Statements. (k) Each Company Benefit Plan can be terminated by the applicable Group Company in accordance with its written terms without the consent of any Person and without any penalty, cost, expense or Liability to the Company, BCSA, Merger Sub, any of their respective Subsidiaries or Affiliates or such Company Benefit Plan, other than routine, immaterial administrative expenses of the type typically incurred in connection with the termination of similar employee benefit plans termination. (l) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will or could (either alone or in combination with any other event) (i) entitle any current or former employee, director, manager, officer, consultant, independent contractor or other service provider of or to any Group Company to any severance, retention or change of control payments or benefits or to any other payment (whether under a Company Benefit Plan or otherwise and whether in cash or equity); (ii) result in any payment or benefit becoming due to or result in the forgiveness of any Indebtedness of any current or former employee, director, manager, officer, consultant, independent contractor or other service provider of or to any Group Company (whether under an Company Benefit Plan or otherwise), (iii) increase the amount or value of any compensation or benefits due or payable to any current or former employee, director, manager, officer, consultant, individual independent contractor or other service provider of or to any Group Company, (iv) result in the acceleration of the time of payment or vesting, or trigger any payment or funding of any compensation or benefits to any current or former employee, director, manager, officer, consultant, individual independent contractor or other service provider of or to any the Group Company (whether under a Company Benefit Plan or otherwise); or (v) impair any of the rights of the Company, BCSA, or any of their respective Subsidiaries or Affiliates with respect to any Company Benefit Plan, including the right to amend, terminate, merge or transfer the asset of any Company Benefit Plan. (m) No amount that could be received (whether in cash or property or the vesting of property) by any “disqualified individual” of any Group Company under any Company Benefit Plan or otherwise as a result of the consummation of the Transactions could, separately or in the aggregate, be nondeductible under Section 280G of the Code or subjected to an excise Tax treatmentunder Section 4999 of the Code.

Employee Plans. (a) As of the date hereof, Section 3.18(a)(i4.9(a) of the Company Disclosure Letter sets forth Schedule contains a true, correct true and complete list, as of the date of this Agreement, of all each material Employee PlansPlan, other than (x) individual at-will employment Contracts that are on substantially the forms provided to Purchaser and that do not provide for severance, retention or change in control payments or benefits, benefits or payments not generally available to all similarly situated Business Employees or employment that is not “at will” and (y) incentive compensation award Contracts on substantially the forms provided to Purchaser that do not provide for accelerated vesting, in each case, provided that the form of such Contract is set forth on the Disclosure Schedule and any such Contract that materially deviates from the scheduled form is separately scheduled. Section 3.18(a)(ii4.9(a) of the Disclosure Schedule separately identifies each Company Disclosure Letter separately sets forth each Contract or Employee Plan. No Company Employee Plan providing for severance payments is subject to ERISA or is intended to be qualified under Section 401(a) of the Code. (b) With respect to each material Company Employee Plan, the Company has provided or made available to Purchaser current, accurate and, subject to compliance with Applicable Law relating to data privacy, complete copies, of (i) the plan document, including any amendments thereto (or, with respect to any such plan that is not in writing, a written description of the material terms thereof), (ii) any trust agreement or other than those pursuant funding arrangement, including any amendments thereto, (iii) any current summary plan description, and all summaries of material modifications thereto, and (iv) the most recent Form 5500s, annual reports, financial statements and/or actuarial reports, and (v) the most recent IRS determination, opinion or advisory letter with respect to which severance is required by applicable Law)any Company Employee Plan intended to be tax-qualified under Section 401(a) of the Code. With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicablePlan, the Company has provided or made available to Parent truePurchaser current, correct accurate and complete copies copies, of (i) the current plan documents document or a summary of the material terms thereof and current summary plan descriptions; (ii) the most recent determination IRS determination, opinion or opinion letter, if any, from advisory letter with respect to any Employee Plan intended to be tax-qualified under Section 401(a) of the IRS for any Code. (c) Each Employee Plan that is intended to qualify pursuant to be qualified under Section 401(a) of the Code; (iii) Code is, to the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee PlanCompany’s Knowledge, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or so qualified and has received a currently effective favorable determination from the IRS stating that such Company Employee Plan is so qualified or any office is entitled to rely on a favorable opinion letter issued to the prototype plan sponsor by the IRS. (d) Each Employee Plan has been operated and maintained in material compliance with its terms and complies in form and in operation in all material respects with all Applicable Law. There are no Actions, audits, examinations, investigations or representative of other claims pending or, to the United States Department of Labor or any similar Governmental Authority relating Company’s Knowledge, threatened with respect to any material compliance issues in respect of any such Company Employee Plan during or, to the past three years. With respect to each material extent affecting any current or former Business Employee, any other Employee Plan that is maintained (in any non-United States jurisdiction primarily each case, other than routine claims for the benefit benefits). (e) No Employee Plan is, and none of any employee of Seller, the Company or any of its Subsidiaries whose principal work location is outside their respective ERISA Affiliates has during the preceding six (6) years, sponsored, contributed to, or had or has any Liability with respect to, an employee benefit plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the United States Code or a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA. No Employee Plan is a multiemployer plan within the meaning of Section 3(37) of ERISA. Except as set forth in Section 4.9(e) of the Disclosure Schedule, no Employee Plan provides health or life insurance benefits or other welfare benefits (the “International Employee Plans”whether or not insured), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and current or former Business Employees beyond their retirement or other termination of employment, other than health continuation coverage as required by Section 4980B of the Code or similar Applicable Law, the full cost of which is borne by the current or former Business Employee, or health care coverage through the end of the calendar month in which a termination of employment occurs. The Company does not have any Liability (Cincluding any Liability on account of an ERISA Affiliate) on account of a violation of Section 4980B of the Code, Part 6 of Subtitle B of Title 1 of ERISA or similar Applicable Law. The Company does not have any document comparable to liability for any Taxes under Chapter 43 of the determination letter referenced Code (including pursuant to clause an indemnification obligation). The Company does not have any outstanding Liability with respect to any Employee Plan that is not a Company Employee Plan. (f) Except as disclosed in Section 4.9(f) of the Disclosure Schedule, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with any other event, (i) entitle any current or former Business Employee to any compensation, including severance pay or any other similar termination payment, (ii) above issued accelerate the time of payment or vesting, or increase the amount of or otherwise enhance any benefit due any such Business Employee, or (iii) result in the forfeiture of any portion of a current or former Business Employee’s compensation or benefits that is subject to vesting conditions. (g) None of the members of the Seller Group or the Company is a party to any Contract, arrangement or plan (including any Employee Plan) and no Business Employee is entitled to any payments or benefits that has resulted or would result, separately or in the aggregate, in connection with the transactions contemplated by this Agreement (either alone or in combination with any other events), in any payment or benefit constituting an “excess parachute payments” within the meaning of Section 280G of the Code. The Company does not have any obligation to make a gross-up or similar payment in respect of any Taxes that could be incurred by a Governmental Authority relating to Business Employee under Section 409A or 4999 of the satisfaction of law necessary to obtain the most favorable Tax treatmentCode.

Employee Plans. (a) Section 3.18(a)(i4.14(a) of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as of the date of this Agreement, list of all material Employee Plans, and Section 3.18(a)(ii) . None of the Company Disclosure Letter separately sets forth each Contract Employee Plans has undergone within the last six years or Employee Plan providing for severance payments is undergoing an audit or investigation (other than those pursuant to which severance is required nor has notice been received of a potential audit or examination) by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in either the United StatesIRS, to the extent applicable, the Company has made available to Parent true, correct and complete copies of (i) the current plan documents and current summary plan descriptions; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. other Authority. (b) With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) complete and correct copies of all material documents have been made available to Purchaser, including the most recent annual report plan documents or written agreements thereof and the most recent summary plan descriptions. (c) With respect to each Employee Plan: (i) each has been administered in all material respects in compliance with its terms and with all applicable Laws, including ERISA and the Code; (ii) no Legal Actions (other than routine claims for benefits) are pending, or to the Company’s Knowledge threatened; (iii) all material premiums, contributions, or other payments required to have been made by Law or under the terms of any Employee Plan or any Contract or agreement relating thereto as of the Closing Date have been made or properly accrued in accordance with GAAP; (iv) all material reports, returns and similar compliance documents required to be filed with any Governmental Authority with respect or distributed to such planany plan participant have been duly filed or distributed; and (Cv) any document comparable no “prohibited transaction” or “reportable event” has occurred within the meaning of the applicable provisions of ERISA or the Code that could reasonably be expected to result in a material liability to the Company or Purchaser or any of its Affiliates. (d) With respect to each Employee Plan intended to qualify under Section 401(a) of the Code, (i) the IRS has issued a favorable determination letter referenced pursuant or opinion letter or advisory letter upon which the Company is entitled to clause rely under IRS pronouncements, and (ii) above issued by a Governmental Authority relating no such determination letter, opinion letter or advisory letter has been revoked nor to the satisfaction Company’s Knowledge, has revocation been threatened and, no event has occurred since the date of law necessary such qualification or exemption that would reasonably be expected to obtain adversely affect such qualification or exemption. (e) No Employee Plan is nor was within the most favorable past six years, nor do Seller, the Company or any of their ERISA Affiliates have or reasonably expect to have any liability or obligation under (i) any employee benefit plan subject to Section 412 of the Code or Section 302 or Title IV of ERISA; or (ii) any Multiemployer Plan. (f) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or in combination with another event) (i) entitle any current or former employee, consultant, officer or director of the Company to severance pay, (ii) result in any payment from the Company or any of the Company’s Affiliates becoming due, or increase the amount of any compensation due, to any current or former employee, officer, director or consultant of the Company, (iii) increase any benefits otherwise payable under any Employee Plan, (iv) result in the acceleration of the time of payment or vesting of any compensation or benefits from the Company or any of the Company’s Affiliates to any current or former employee, officer, director or consultant of the Company or (v) result in any forgiveness of indebtedness, trigger any funding obligation under any Employee Plan or impose any restrictions or limitations on the Company’s right to administer, amend or terminate any Employee Plan. (g) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or in combination with another event) result in any payment or deemed payment (whether in cash, property, the vesting of property or otherwise) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) that could reasonably be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). No Person is entitled to receive any additional payment (including any tax gross-up or other payment) from the Company or its Affiliates as a result of the imposition of the excise Taxes required by Section 4999 of the Code or any Taxes required by Section 409A of the Code. (h) No Employee Plan provides health, medical, or death benefits to current or former employees of the Company beyond their retirement or other termination of service, other than coverage mandated by the Consolidated Omnibus Budget Reconciliation Act of 1985 or as required to avoid the excise Tax treatmentunder Section 4980B of the Code, or coverage mandated by any similar state group health plan continuation Law, the cost of which is fully paid by such current or former employees or their dependents. (i) The Company and each Employee Plan that is a “group health plan” as defined in Section 733(a)(1) of ERISA (each, a “Health Plan”) (i) is currently in compliance, in all material respects, with the Patient Protection and Affordable Care Act, Pub.

Employee Plans. Section 3.18(a)(i) Schedule 3.28 provides a complete list of the Company Disclosure Letter sets Employee Plans of the Corporation. Except as set forth a truein Schedule 3.28: (a) each of the Employee Plans has been, correct if required by Law, registered under and complete listto the knowledge of the Vendors is in compliance with all applicable legislation and has been maintained in compliance with its terms; (b) no individual shall accrue or receive additional benefits, service or accelerated rights to payments of benefits under any benefit plan, including the right to receive any parachute payment, as defined in Section 280G of the date Code or any similar legislation, or become entitled to severance, termination allowance or similar payments as a direct result of the transactions contemplated by this Agreement; (c) the Corporation has not had asserted against it any claim for taxes under subtitle D, of all material Employee Plans, and Section 3.18(a)(ii) Chapter 43 of the Company Disclosure Letter separately sets forth each Contract Code, Section 5000 of the Code, or Employee Plan providing for severance payments penalties under ERISA Section 502(c), (other than those pursuant to which severance is required by applicable LawI). With , or (1), with respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the Company has made available to Parent true, correct and complete copies of (i) the current plan documents and current summary plan descriptions; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that nor is intended to qualify pursuant to Section 401(a) there a basis for any such claim. To the knowledge of the Code; (iii) Vendors, no officer, director or employee of the most recent annual report on Form 5500 required Corporation has committed a breach of any responsibility or obligation imposed upon fiduciaries by Title I of ERISA with respect to have been filed with the IRS for each any Employee Plan; (d) other than routine claims for benefits, including all schedules thereto; (iv) there is no claim pending or threatened in writing, involving any related trust agreementsEmployee Plan by any person against such plan or the Corporation. There is no pending or threatened in writing proceeding involving any Employee Plan before the Internal Revenue Service, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States U.S. Department of Labor or any similar Governmental Authority relating other governmental authority; (e) to the knowledge of the Vendors, there is no violation of any reporting or disclosure requirement imposed by ERISA or the Code with respect to any material compliance issues Employee Plan; (f) to the knowledge of the Vendors, each Employee Plan has been maintained in respect all respects, by its terms and in operation, in accordance with ERISA and the Code. To the knowledge of any the Vendors, the Corporation has made full payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan. Each Employee Plan during required to be qualified under Code Section 401(a) has received a determination letter to that effect from the past three years. With Internal Revenue Service and to the knowledge of the Vendors no event has occurred and no amendment has been made that would adversely affect such qualified status except any operational or other defects which may be corrected under applicable procedures; (g) with respect to each material Employee Plan that is any group health plans maintained in any non-United States jurisdiction primarily for the benefit of any employee employees of the Company or any of its Subsidiaries whose principal work location is outside Business, the Corporation has complied in all respects with the provisions of the United States (Part y of Title I of ERISA and 4980B of the “International Employee Plans”), Code. Neither the Corporation nor the Business is obligated to the extent applicable, (A) a summary provide health care benefits of such International any kind to its retired employees pursuant to any Employee Plan, including without limitation any group health plan, or pursuant to any agreement or understanding; and (Bh) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable Purchaser acknowledges that the Vendors have provided to the Purchaser a copy, if applicable, of the three (3) most recently filed Federal Form 5500 series and accountant's opinion's, if applicable, for each Employee Plan and all applicable Internal Revenue Service determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentletters.

Employee Plans. (a) Section 3.18(a)(i2.10(a) of the Company Disclosure Letter Schedules sets forth a true, correct and complete list, as of the date of this Agreement, of all material Company Employee Benefit Plans and material Company Employee Agreements (collectively, the “Company Plans”), and identifies the country in which such Company Plan is maintained. (b) Except as set forth in Section 3.18(a)(ii2.10(b) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With Schedules, with respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicableCompany Plan, the Company has made available to Parent a true, correct and complete copies of copy of: (i) the current plan documents each written Company Plan and current summary plan descriptionsall amendments thereto, if any (but not Company Employee Agreements); (ii) the most recent determination or opinion lettercurrent summary plan description and any material modifications thereto, if any, from the IRS or a written summary with respect to any plan for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Codewhich no summary plan description exists; (iii) the most recent annual report on Form 5500 required to have been filed with determination letter (or if applicable, advisory or opinion letter) from the IRS for each Employee PlanInternal Revenue Service, including all schedules theretoif any; (iv) any related trust agreementsthe Form 5500 Annual Return/Report and accompanying schedules and attachments for the most recently completed plan year, insurance contracts, insurance policies or other Contracts of any funding arrangementsif any; (v) any notices the most recently prepared actuarial reports and financial statements, if any; and (vi) all material correspondence within the preceding three (3) years to or from the IRS Internal Revenue Service, Department of Labor, Pension Benefit Guaranty Corporation, or other governmental agency relating to any audit, investigation or voluntary correction of such Company Plan. (c) Each Company Employee Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code is the subject of a favorable determination letter (or, if applicable, is entitled to rely on an advisory or opinion letter) from the Internal Revenue Service that has not been revoked, and to the Knowledge of the Company, no event has occurred and no condition exists that would reasonably be expected to materially adversely affect the qualified status of any such Company Employee Benefit Plan or result in the imposition of any material liability, penalty or Tax under ERISA or the Code. (d) (i) Each Company Plan has been operated and administered in all material respects in accordance with its provisions and in compliance with all applicable provisions of ERISA and the Code; and (ii) all payments and contributions required to be made under the terms of any Company Plan have been made or the amount of such payment or contribution obligation has been reflected in the financial statements included in the currently applicable Available Company SEC Documents which are publicly available prior to the date of this Agreement. (e) In the last six (6) years, neither the Company nor any Company Affiliate has maintained, established, participated in or contributed to, or is or has been obligated to contribute to, and neither the Company nor any Company Affiliates otherwise has any liability (including any contingent liability) with respect to, (i) a plan that is subject to Sections 412 of the Code or Section 302 or Title IV of ERISA, or (ii) a “multiemployer plan” within the meaning of Section 3(37) of ERISA. No Company Employee Benefit Plan is a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). (f) Except as otherwise provided in this Agreement or as set forth in Section 2.10(f) of the Company Disclosure Schedules, neither the execution of this Agreement, Company Stockholder Approval nor the consummation of the transactions contemplated by this Agreement will (either alone or together with any other event) (i) entitle any current or former Company Employee to any payment or benefit, including any bonus, retention, severance or retirement payment or benefit; or (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 under, any Company Plan. (g) Neither the execution of this Agreement, Company Stockholder Approval nor the consummation of the transactions contemplated by this Agreement (either alone or together with any other event) will, or would reasonably be expected to, result in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code. No Company Plan, and neither the Company nor any Company Subsidiary, provides for a “gross-up” or similar payment in respect of any Taxes that may become payable under Sections 409A or 4999 of the Code. (h) Each Company Plan that is or forms part of a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code complies in all material respects with, and the Company and all Company Subsidiaries have materially complied in practice and operation with, all applicable requirements of Section 409A of the Code. (i) None of the Company, any Company Subsidiary or any office Company Plan provides or representative has an obligation to provide any post-retirement medical benefits (whether insured or self-insured) to any current or former Company Employee (other than coverage mandated by applicable Law, including benefits required to be provided to avoid excise Tax under Section 4980B of the United States Code). The Company and each Company Affiliate have complied in all material respects with Section 4980B of the Code or Part 6 of Subtitle B under Title I of ERISA or similar applicable Law. (j) There is no action, suit, investigation, audit, proceeding or claim pending or, to the Knowledge of the Company, threatened against any Company Plan before any court or arbitrator or any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the Pension Benefit Guaranty Corporation. (k) Neither the Company nor any similar Governmental Authority relating Company Subsidiary has been a party to, a sponsoring employer of, or otherwise is under any liability or obligation with respect to any material compliance issues in respect defined benefit pension scheme, final salary scheme or any death, disability or retirement benefit calculated by reference to age, salary or length of service or any such Employee Plan during of them, for employees working outside of the past three yearsUS. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for To the benefit Knowledge of any the Company, no employee of the Company or any Company Subsidiary has any claim or right in respect of its Subsidiaries whose principal work location is outside any benefit payable on early retirement or redundancy under an occupational pension scheme which has transferred to the Company or any Company Subsidiary by operation of the United States UK Transfer of Undertakings (Protection of Employment) Regulations 1981 or 2006 (as amended) or any equivalent Laws in any jurisdiction which has implemented the “International Employee Plans”)Acquired Rights Directive 2001 or provides for the automatic transfer of employees’ employment. To the Knowledge of the Company, neither the Company nor any Company Subsidiary has discriminated against, or in relation to, any employees on grounds of age, sex, disability, marital status, hours of work, fixed-term or temporary agency worker status, sexual orientation, or religion or belief in providing pension, lump-sum, death, ill-health, disability or accident benefits (to the extent applicable, (Asuch grounds are legally protected categories locally) a summary of such International Employee Plan, (B) that the most recent annual report Company or similar compliance documents required any Company Affiliate could reasonably be subject to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority material liability relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentthereto.

Employee Plans. (a) Except as set forth on Schedule 4.10(a), no Group Company (i) sponsors or maintains any Employee Benefit Plans or (ii) employs any employees. (b) No Employee Benefit Plan is a Multiemployer Plan or a plan that is subject to Title IV of ERISA, and neither the Company nor any ERISA Affiliate of the Company sponsors, maintains, contributes to or has an obligation (contingent or otherwise) to contribute to any such plan. (c) No Employee Benefit Plan provides health benefits to former employees of any Group Company beyond their retirement or other termination of service other than health continuation coverage as required by COBRA or other applicable Law. (d) Each Employee Benefit Plan is in compliance in all material respects with its terms and the applicable requirements of ERISA, the Code and any other applicable Laws. Each Employee Benefit Plan that is intended to be qualified under Section 3.18(a)(i401(a) of the Company Disclosure Letter sets forth Code has received a truefavorable determination letter from the Internal Revenue Service or is the subject of a favorable opinion letter from the Internal Revenue Service on the form of such Employee Benefit Plan and, correct and complete listto the Company’s Knowledge, as of nothing has occurred since the date of this Agreement, of all material such determination letter or opinion letter that would reasonably be expected to adversely affect such Employee PlansBenefit Plan’s qualification. (e) Except as is not, and would not reasonably be expected to be, material to the Group Companies, taken as a whole, (i) no Group Company has engaged in any prohibited transaction (as defined in Section 3.18(a)(ii) 406 of ERISA or Section 4975 of the Code) with respect to any Employee Benefit Plan that would be reasonably likely to subject any Group Company Disclosure Letter separately sets forth each Contract to any Tax or penalty imposed by ERISA or the Code, and (ii) no action, investigation, suit, proceeding, hearing or claim with respect to the assets of any Employee Benefit Plan providing for severance payments (other than those pursuant routine claims for benefits) is currently pending or, to which severance is required by applicable Law). the Company’s Knowledge, threatened. (f) With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicableBenefit Plan, the Company has made available to Parent truetrue and correct copies, correct and complete copies to the extent applicable, of (i) the current plan and trust documents and current the most recent summary plan descriptions; description, (ii) the most recent determination or opinion letterannual report (Form 5500 series), if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Planfinancial statements, including all schedules thereto; and (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report Internal Revenue Service determination letter. (g) Except as set forth on Schedule 4.5(b), neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or together with any other event) (i) entitle any current or former employee, director, officer or consultant of any Group Company to any payment or benefit under an agreement or arrangement with a Group Company or the General Partner, (ii) accelerate the time of payment or vesting, or increase the amount, of benefits or the amount of compensation otherwise due under an agreement or arrangement with a Group company or the General Partner to any current or former employee, director, officer or consultant of any Group Company, (iii) result in any “excess parachute payment” (within the meaning of Section 280G of the Code) becoming due to any current or former employee, director, officer or consultant of any Group Company, or (iv) result in a requirement to pay any tax “gross up” or similar compliance documents required “make whole” payment under an agreement or arrangement with a Group Company or the General Partner to be filed with any Governmental Authority Person (including any current or former employee, director, officer or consultant of any Group Company). (h) This Section 4.10 contains the sole and exclusive representations and warranties of the Company with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentEmployee Benefit Plans.

Employee Plans. Section 3.18(a)(i(a) Schedule 5.20(a) sets forth all pension, savings, retirement, health, insurance, severance and other employee benefit or fringe benefit plans maintained or sponsored by either Seller or any trade or business (whether or not incorporated) under common control with either Seller within the meaning of Sections 414(b), (c), (m) or (o) of the Company Disclosure Letter sets forth a trueCode (the “Controlled Group”), correct and complete list, as or with respect to which either Seller or any other member of the date of this Agreement, of all material Employee Controlled Group has any responsibility or liability (including any contingent liability) (collectively referred to herein as the “Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law”). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United StatesPlans, the Sellers have delivered to the extent applicable, the Company has made available to Parent true, correct and complete Buyer copies of of: (i) the current plan documents Plan documents, and, where applicable, related trust agreements, and current summary plan descriptionsany related agreements which are in writing; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Codesummary plan descriptions; (iii) the most recent annual report on Form 5500 required Internal Revenue Service determination letter relating to have been filed with the IRS each Plan for each Employee Plan, including all schedules theretowhich a letter of determination was obtained; (iv) any related trust agreementsto the extent required to be filed, insurance contracts, insurance policies or other Contracts the most recent Annual Report (Form 5500 Series and accompanying schedules of any funding arrangementseach Plan and applicable financial statements) as filed with the Internal Revenue Service; and (v) audited financial statements, if any. (b) Each Plan conforms to, has been maintained in accordance with and its administration is in compliance with, its terms and all applicable requirements of federal, state and local law, including, without limitation, ERISA and the Code and all of the Plans are in full force and effect as written. (c) All premiums, contributions (including all employer contributions and employee salary reduction contributions) and other payments required to be made under the terms of any notices Plan have been made or accrued by the due date thereof (including any allowed extension) and all contributions for any period ending on or before the Closing Date which are not yet due will have been paid or accrued on or prior to the Closing Date. (d) Each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and each trust maintained pursuant thereto is exempt from federal taxation. No Plan that is an employee welfare benefit plan as defined in Section 3(1) of ERISA (a “Welfare Plan”) is funded through a voluntary employee beneficiary association as defined in Section 501(c)(9) of the Code. (e) Neither either Seller nor any member of the Controlled Group has ever maintained, contributed to or from incurred any liability with respect to any Plan subject to Title IV of ERISA or Section 412 of the IRS Code. Neither either Seller nor any member of the Controlled Group has any liability under Section 4062 of ERISA to the Pension Benefit Guaranty Corporation or to a trustee appointed under Section 4042 of ERISA. Neither either Seller nor any member of the Controlled Group has engaged in any transaction described in Section 4069 of ERISA. (f) There are no multiemployer plans (as defined in Subsection 3(37) of ERISA) (“Multiemployer Plans”) to which either Seller or any office or representative other member of the United States Department Controlled Group is or has been required to make a contribution or other payment. Neither either Seller nor any member of Labor the Controlled Group has withdrawn in a complete or partial withdrawal from any Multiemployer Plan, nor have any of them incurred any liability due to the termination or reorganization of a Multiemployer Plan. (g) There has been no non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Part 4 of Subtitle B of Title I of ERISA) with respect to any Plan nor any penalty under Section 502(i) of ERISA relating to any Plan. (h) None of the Plans provides or has ever provided post-retirement health or life insurance benefits except as may be required under Section 4980B of the Code or Section 601 of ERISA at the expense of the participant or the participant’s beneficiary. Neither Seller is liable for Post-Retirement Benefits under any plan not maintained by either Seller. The Sellers and all other members of the Controlled Group have at all times complied in all material respects with the requirements of Section 4980B of the Code and Sections 601 to 608 of ERISA relating to continuation coverage for group health plans. (i) There are no pending actions, claims or lawsuits which have been asserted, instituted or, to the Knowledge of each Seller, threatened, against the Plans, the assets of any of the trusts under such Plans or the Plan sponsor or the Plan administrator, or, to the Knowledge of each Seller, against any fiduciary of the Plans with respect to the operation of such Plans (other than routine benefit claims). (j) There has been no “mass layoff” or “plant closing” as defined by WARN or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company state or any of its Subsidiaries whose principal work location is outside of the United States (the local “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority plant closing” law with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction current or former employees of law necessary to obtain the most favorable Tax treatmenteither Seller.

Employee Plans. Section 3.18(a)(i) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the Company has made available to Parent true, correct and complete copies of (i) Schedule 3.18 identifies each Employee Plan which is not a ------------- Multiemployer Plan or otherwise provided for in a collective bargaining agreement referred to in Schedule 3.17. The Sellers shall, no later than ten ---- (10) business days prior to the current plan documents Closing Date make available to the Purchaser copies of all Employee Plans listed on Schedule 3.18 (and, if applicable, ---- related trust agreements) and current summary plan descriptions; all amendments thereto together with the three most recent annual reports (iiForms 5500 including, if applicable, Schedule B thereto) and the most recent determination or opinion letteractuarial valuation report, if any, from the IRS for prepared in connection with any Employee Plan listed on Schedule 3.18. The Sellers will ---- make available to the Purchaser complete age, salary, service and related data for all employees and former employees covered under the Employee Plans. (ii) Other than as set forth in Schedule 3.17, neither any Seller ---- nor Star Management nor any of their ERISA Affiliates has any obligation to contribute to a Multiemployer Plan; and no Employee Plan listed on Schedule 3.18 is or will be subject to Title IV of ERISA. (iii) Each Employee Plan listed on Schedule 3.18 has been established ---- and administered in all material respects in compliance with its terms and all applicable laws, statutes, orders, rules and regulations, including, but not limited to, ERISA and the Code. Each Employee Plan listed on Schedule 3.18 that is intended to qualify pursuant to be qualified under Section 401(a) of the Code has received a favorable letter of determination from the Internal Revenue Service that the form of such Employee Plan meets the requirements of Section 401(a) of the Code and that the form of the corresponding trust meets the requirements for exemption under Section 501(a) of the Code and to the knowledge of any Star Company, nothing has occurred since the date of each such letter that could result in the disqualification of such plans. No Star Company or Seller has knowledge that any of the Multiemployer Plans to which it or any of their respective ERISA Affiliates contributes on behalf of its employees has been established or administered in violation of any provisions of ERISA or the Code; (iii) , or the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; regulations promulgated thereunder. (iv) Neither any related trust agreementsStar Company nor any or their ERISA Affiliates has any current or projected liability in respect of post-employment or post-retirement health or medical or life insurance benefits for retired, insurance contractsformer or current employees of the Sellers or any of their Affiliates, insurance policies other than as may be required to avoid excise tax under Section 4980B of the Code or other Contracts as a result of any funding arrangements; an obligation to contribute to a Multiemployer Plan. (v) any notices to Except as set forth in Section 3.16 and as provided for in Section 10.02(a), no employee or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any former employee of the Company Star Companies or any of its Subsidiaries whose principal work location is outside their Affiliates will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the United States transactions contemplated hereby. (the “International Employee Plans”)vi) No Star Company other than Star Management has any employees nor, other than as an ERISA Affiliate of Star Management, any obligations or liabilities related to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report employment or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentemployee benefits.

Employee Plans. (a) Section 3.18(a)(i3.15(a) of the Company Disclosure Letter sets forth a truecomplete and accurate list of each material Employee Plan. (b) Each Employee Plan has been maintained, correct operated and complete listadministered in compliance with its terms and with applicable Law, as except where such failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Neither the execution or delivery by the Company of this Agreement nor the consummation of the date of transactions contemplated by this AgreementAgreement will (i) result in any payment or benefit becoming due or payable, of all material Employee Plansor required to be provided, and Section 3.18(a)(ii) to any current or former director, employee or independent contractor of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments the Company Subsidiary, (other than those pursuant ii) increase the amount or value of any benefit or compensation otherwise payable or required to which severance is required by applicable Law). With be provided to any such current or former director, employee or independent contractor, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, or (iv) result in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (d) Neither the Company nor any of its Subsidiaries sponsors, has sponsored or has any obligation with respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the Company has made available to Parent true, correct and complete copies of any employee benefit plan that provides for (i) any postemployment or post-retirement health or medical or life insurance benefits for retired or former employees or beneficiaries or dependents thereof, except as required by Section 4980B of the current plan documents and current summary plan descriptions; Code or other applicable Law, or (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies final average pay or other Contracts of any funding arrangements; defined benefit pension benefits. (ve) any notices There has been no change to the compensation, benefits or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit other employment terms and conditions of any employee of the Company or any of its Subsidiaries whose principal work location is outside since August 24, 2017 other than in the ordinary course of business consistent with past practice. (f) The Company's or its applicable Subsidiaries' obligations to provide severance pay to its Israeli employees and vacation and any contributions to pension arrangements and provident funds have been fully funded, or if not required under any applicable Law or Contract to be fully funded, are accrued on the Company's financial statements (including with regard to any period of employment with a previous employer in the case of employees who transferred to the employment of the United States (the “International Employee Plans”Company with continuity of entitlements), to the extent applicablein each case, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentother than immaterial amounts.

Employee Plans. (a) Schedule 3.11(a) sets forth a true and complete list of each “employee benefit plan” as defined in Section 3.18(a)(i3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and any other material plan, policy, program, practice, agreement, understanding or arrangement providing pension or welfare-type benefits to any current or former director, officer or employee (or to any dependent or beneficiary thereof) of the Company Disclosure Letter sets forth or, solely with respect to any employee benefit plan subject to Title IV of ERISA, any ERISA Affiliate (as defined below), that are now maintained, sponsored or contributed to by the Company or, solely with respect to an employee benefit plan subject to Title IV of ERISA, any ERISA Affiliate (each a true, correct and complete list, as of the date “Company Benefit Plan”). For purposes of this AgreementSection 3.11, of all material Employee Plans“ERISA Affiliate” shall mean any entity (whether or not incorporated) other than the Company that, together with the Company, is considered under common control and treated as one employer under Section 3.18(a)(ii414(b), (c), (m) or (o) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law)Code. With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicableCompany Benefit Plan, the Company has made available to Parent true, correct and complete copies of of, as applicable, (iA) the current plan documents documents, trust agreements, insurance contracts or other funding vehicles and all material amendments thereto, (B) current summary plan descriptions; , including any current summary of material modifications, (iiC) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service (“IRS”), (D) the most recent actuarial report or other financial statement relating to such Company Benefit Plan, (E) the most recent determination or opinion letterletter issued by the IRS, and, (F) all filings made within the past six (6) years with any Governmental Entity under the Voluntary Compliance Resolution or Closing Agreement Program or the Department of Labor Delinquent Filer Program. (b) Each Company Benefit Plan has been administered in all material respects in accordance with its terms and all applicable laws, including ERISA and the Code, and contributions required to be made under the terms of any of the Company Benefit Plans have been timely made or, if anynot yet due, from have been properly reflected on the IRS most recent consolidated balance sheet filed or incorporated by reference in the Public Reports prior to the date of this Agreement to the extent required by GAAP. With respect to Company Benefit Plans, no event has occurred and, to the Company’s Knowledge (as defined in Section 8.5), there exists no condition or set of circumstances in connection with which the Company is reasonably likely to be subject to any material liability (other than for any Employee routine benefit liabilities) under the terms of, or with respect to, such Company Benefit Plans. (c) Except as disclosed on Schedule 3.11(c), each Company Benefit Plan that is intended to qualify pursuant to under Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies Code has either received a favorable determination or other Contracts of any funding arrangements; (v) any notices to or opinion letter from the IRS as to its qualified status or any office the remedial amendment period for such Company Benefit Plan has not yet expired, and, to the Company’s Knowledge, no fact or representative of event has occurred that could reasonably be expected to adversely affect the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect qualified status of any such Employee Plan during Company Benefit Plan. (d) Except as set forth on Schedule 3.11(d), (i) no amount that could be received (whether in cash or property or the past three years. With respect to each material Employee Plan that is maintained in vesting of property) as a result of the consummation of the transactions contemplated by this Agreement by any non-United States jurisdiction primarily for the benefit of any employee employee, officer or director of the Company or any of its Subsidiaries whose principal work location Subsidiary who is outside a “disqualified individual” (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any Company Benefit Plan could be characterized by the IRS as an “excess parachute payment” (as defined in Section 280G(b)(1) of the United States (the “International Employee Plans”Code), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued no Company Benefit Plan or other agreement provides for a tax gross-up to be paid by a Governmental Authority relating the Company to any disqualified individual for any excise taxes imposed by reason of Section 4999 of the satisfaction of law necessary to obtain the most favorable Tax treatmentCode.

Employee Plans. Section 3.18(a)(i(a) of the Company Disclosure Letter sets forth Schedule 3.19(a) contains a true, correct and complete list, as of the date of this Agreement, of all material list identifying each Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law)Plan. With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the The Company has made available to Parent true, correct and Buyer in Section 7 of the Data Site: (i) complete copies of (i) the current plan documents each Employee Plan and current summary plan descriptions; all amendments thereto, (ii) the most recent determination or opinion letterannual report (Form Series 5500), if anyapplicable, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; prepared in connection therewith, (iii) the most recent annual report on Form 5500 summary plan description, if any, required under ERISA with respect to have been filed with the IRS for each Employee Plan and (iv) all material written contracts, instruments or agreements relating to each Employee Plan, including all schedules thereto; (iv) any related trust agreementsincluding, if applicable, administrative service agreements and group insurance contracts. (b) None of the Company, insurance policies any ERISA Affiliate or other Contracts any of any funding arrangements; (v) any notices their respective predecessors sponsors, maintains or contributes to, has in the past six years sponsored, maintained or contributed to or from the IRS been required to contribute to, or directly or indirectly, has any office or representative of the United States Department of Labor or any similar Governmental Authority relating liability with respect to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is a defined benefit arrangement (other than any such arrangement mandated by Applicable Law), whether or not subject to Title IV of ERISA. (c) None of the Company, any ERISA Affiliate or any of their respective predecessors contributes to, has in the past six years contributed to or been required to contribute to, or directly or indirectly, has any liability with respect to any “multiemployer plan,” as defined in Section 3(37) of ERISA. (d) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or has pending or has time remaining in which to file an application for such determination from the Internal Revenue Service, and, to the Knowledge of the Company, no facts or circumstances exist that would reasonably cause such determination letter to be revoked or not be reissued. The Company has made available to Buyer in Section 7.9.1 of the Data Site copies of the most recent Internal Revenue Service determination letters with respect to each such Employee Plan. Each Employee Plan complies in all material respects in form and has been maintained in all material respects in compliance with its terms and with the requirements prescribed by any nonand all statutes, orders, rules and regulations, including ERISA and the Code, which are applicable to such Employee Plan. To the Knowledge of the Company, no events have occurred with respect to any Employee Plan that have subjected or could subject the Company or any Company Subsidiary to any material excise taxes under Sections 4972, 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or 5000 of the Code or to a material penalty under Section 502 of ERISA. (e) Except as disclosed in Schedule 3.19(e), neither the Company nor any Company Subsidiary has any current or projected liability in respect of post-United States jurisdiction primarily employment or retirement health or life insurance benefits for the benefit of any employee former or current employees of the Company or any Company Subsidiary, except as required of its Subsidiaries whose principal work location is outside it to avoid excise tax under Section 4980B of the United States Code. (f) Except as disclosed in Schedule 3.18, no Employee Plan presently is under audit or investigation by the “International Internal Revenue Service, the Department of Labor or other Governmental Authority. (g) Except to the extent reflected as a liability on the Balance Sheet, the Company has no outstanding obligations with respect to contributions and premium payments, if any, required under any Employee Plans”)Plan. (h) There is no pending or, to the extent applicableKnowledge of the Company, (A) a summary of such International threatened material claim relating to any Employee Plan, other than routine claims for benefits provided for under such Employee Plan. (Bi) Except as disclosed in Schedule 3.19(i), the most recent annual report execution and performance of the transactions contemplated by this Agreement will not (either alone or similar compliance documents required to be filed with upon the occurrence of any Governmental Authority additional or subsequent event) constitute an event under any Employee Plan that will result in any payment (whether of severance pay or otherwise), acceleration, vesting or increase in benefits with respect to any current or former employee, consultant, agent or director of the Company or any Company Subsidiary. Except as disclosed in Schedule 3.19(i), no amount could be received (whether in cash or property or the vesting of property) by any employee, officer, director or other service provided or stockholder of the Company or a Company Subsidiary who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1), which could result in a nondeductible expense pursuant to Section 280G of the Code to the Company or any Company Subsidiary or an excise tax pursuant to Section 4999 of the Code to the recipient of any such amount. No Employee Plan or other agreement provides ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇ with any amount of additional compensation if such individual is provided amounts subject to excise or additional taxes imposed under Sections 409A or 4999 of the Code. (j) Neither the Company nor any ERISA Affiliate has any unfunded liabilities pursuant to any Employee Plan which is not intended to be qualified under Section 401(a) of the Code but which is an employee pension benefit plan (within the meaning of Section 3(2) of ERISA) or is not subject to ERISA but constitutes a nonqualified deferred compensation plan or an excess benefit plan; . (k) The Company is not a party to, or otherwise subject to, any collective bargaining agreement or other labor union contract. To the Knowledge of the Company, no petition has been filed or proceeding instituted by an employee or group of employees of the Company with any labor relations board seeking recognition of a bargaining representative. There are no actual, pending, or to the Knowledge of the Company, threatened organizing activities by or on behalf of any trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent, with respect to any employees of the Company. (l) Except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, (Ci) any document comparable to individual who performs services for the determination letter referenced pursuant to clause Company or any Company Subsidiary and who is not treated as an employee for federal income tax purposes by the Company or any Company Subsidiary is not an employee under applicable law for any purpose, including for tax withholding purposes or Employee Plan purposes, (ii) above issued by a Governmental Authority relating the Company and each Company Subsidiary has withheld and paid over to the satisfaction appropriate taxing authority all amounts that it was required to withhold from employees and others, (iii) neither the Company nor any Company Subsidiary has any liability by reason of law necessary to obtain an individual who performs or performed services for the most favorable Tax treatmentCompany or any Company Subsidiary in any capacity being improperly excluded from participating in an Employee Plan, and (iv) each of the employees of the Company or any Company Subsidiary has been properly classified by the Company or any Company Subsidiary as “exempt” or “non-exempt” under applicable law.

Employee Plans. (a) Section 3.18(a)(i) 4.11 of the Company Disclosure Letter sets forth a true, correct and complete list, Memorandum lists each “employee benefit plan,” as of the date of this Agreement, of all material Employee Plans, and defined in Section 3.18(a)(ii3(3) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments Retirement Income Security Act of 1974, as amended (“ERISA”), other than those pursuant a “multiemployer plan” within the meaning of Section 3(37) of ERISA (“Multiemployer Plan”), whether or not subject to which severance is required by applicable Law). With respect to ERISA, and each other employment, severance, incentive, retention, change in control or other material Employee Plan providing benefits to employees whose principal work location is in compensatory plan, policy, agreement or arrangement and the United Statesmaximum liability of the Company and its Subsidiaries and, to the extent applicableKnowledge of the Company, TNI Partners thereunder that (i) is maintained or contributed to by the Company, any of its Subsidiaries or TNI Partners and (ii) covers any director, employee or former employee of the Company, any of its Subsidiaries or TNI Partners (collectively, the “Employee Plans”). Subject to data protection or other law concerning the disclosure of personal data, the Company has made available to Parent truecopies of the Employee Plans (and, correct if applicable, related trust agreements or other funding arrangements) and all amendments thereto. (b) Each Employee Plan (and with respect to TNI Partners, to the Knowledge of the Company) that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), meets, in all material respects, the applicable requirements of the Code and is covered by a determination letter issued by the IRS after January 1, 1994 with respect to each plan and trust and each amendment thereto or such plan and trust and/or amendment are covered under the remedial amendment period provided under Code Section 401(b). Each Employee Plan (and with respect to TNI Partners, to the Knowledge of the Company) has been administered in compliance with its terms and with the requirements of applicable law, including but not limited to ERISA, the Code and applicable case law, and the Company has received no notice from any Governmental Entity questioning such plan’s compliance with applicable law, except where the failure to so administer would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (c) With respect to any Employee Plan covered by Title I of ERISA (and with respect to TNI Partners, to the Knowledge of the Company), no non-exempt transaction prohibited by Section 406 of ERISA or Section 4975 of the Code has occurred which will cause the Company or TNI Partners to incur a liability under ERISA or the Code that would reasonably be expected to have a Material Adverse Effect on the Company. No “accumulated funding deficiency,” as defined in Section 412 of the Code (and with respect to TNI Partners, to the Knowledge of the Company), has been incurred with respect to any Employee Plan subject to such Section 412, whether or not waived. No “reportable event,” within the meaning of Section 4043 of ERISA, other than a “reportable event” for which the 30-day notice period has been waived, that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company (and with respect to TNI Partners, to the Knowledge of the Company), has occurred in connection with any Employee Plan that is subject to Title IV of ERISA. Neither the Company nor any entity that, together with the Company, would be treated as a single employer under Section 414 of the Code (an “ERISA Affiliate”) (and with respect to TNI Partners, to the Knowledge of the Company) has engaged in a transaction described in Sections 4069 or 4212(c) of ERISA or has incurred, or reasonably expects to incur prior to the Effective Time, any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered by Title IV of ERISA that could become a liability of the Company, Parent or any ERISA Affiliate after the Effective Time, other than a liability that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Without limiting the foregoing, the minimum employer contributions required by law (and with respect to TNI Partners, to the Knowledge of the Company) have been made with respect to each Employee Plan. (d) There has been (and with respect to TNI Partners, to the Knowledge of the Company) no failure of any Employee Plan which is a group health plan (as defined in Section 5000(b)(1) of the Code) to meet the requirements of Code Section 4980B(f) with respect to a qualified beneficiary (as defined in Section 4980B(g)), other than a failure that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (e) Except as set forth in the Company Disclosure Memorandum or as set forth in this Agreement, no director, employee or former employee of the Company or any Subsidiary thereof or, to the Knowledge of the Company, TNI Partners will become entitled to any material bonus, retirement, severance, retention, change in control or similar benefit (including acceleration of vesting or exercise of an incentive award) as a result of the Transactions, and there is no contract, plan, program or arrangement covering any employee or former employee of the Company or any Subsidiary thereof or, to the Knowledge of the Company, TNI Partners that, individually or collectively, would reasonably be expected to give rise to a payment that would not be deductible by Parent, the Company or any Subsidiary thereof or TNI Partners by reason of Section 280G of the Code as a result of the Transactions or as a result of termination of employment in connection therewith. (f) With respect to each Employee Plan, where applicable, the Company or, to the Knowledge of the Company, TNI Partners has provided, made available or will make available upon request to Parent, true and complete copies of (i) the current plan documents and current summary plan descriptions; most recent IRS Form 5500 filing (including, if applicable, Schedule B thereto), (ii) the most recent determination or opinion letterfinancial statement, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; and (iii) the most recent annual actuarial report on and Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; PBGC-1 filing. (ivg) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (vSection 4.11(g) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or Disclosure Memorandum lists each Multiemployer Plan to which the Company, any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”)or, to the extent applicableKnowledge of the Company, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents TNI Partners is required to be filed with contribute. Neither the Company, any Governmental Authority of its Subsidiaries nor, to the Knowledge of the Company, TNI Partners has incurred a liability under Title IV of ERISA with respect to such plan; a Multiemployer Plan (including, without limitation, liability resulting from a complete or partial withdrawal) which has not been satisfied and which would reasonably be expected to have a Material Adverse Effect on the Company. (Ch) any document comparable Except as provided in the Company Disclosure Memorandum, the Company and, to the determination letter referenced pursuant Knowledge of the Company, TNI Partners has made no promises, representations or affirmations to clause participants or retirees in relation to ongoing retiree health benefits that would give rise to binding obligations. (iii) above issued by a Governmental Authority Section 4.11 of the Company Disclosure Memorandum lists and, to the Knowledge of the Company, with respect to TNI Partners, each “voluntary employees beneficiary association” (within the meaning of Section 501(c)(9) of the Code) and since March 18, 1999, there have been no other “welfare benefit funds” relating to employees or former employees within the satisfaction meaning of law necessary to obtain Section 419 of the most favorable Tax treatmentCode.

Employee Plans. Section 3.18(a)(i(a) Schedule 4.10(a) of the Company Disclosure Letter Schedules sets forth a true, correct true and complete list, as list of the date of this Agreement, of all material each Employee Plans, and Section 3.18(a)(iiBenefit Plan. (b) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the The Company has made available to Parent true, the following documents with respect to each Employee Benefit Plan: (i) correct and complete copies of all documents embodying such Employee Benefit Plan, including (iwithout limitation) the current plan documents all amendments thereto, and current summary plan descriptions; all related trust documents, (ii) a written description of any Employee Benefit Plan that is not set forth in a written document, (iii) the most recent summary plan description together with the summary or summaries of material modifications thereto, if any, (iv) the three most recent annual actuarial valuations, if any, (v) all IRS or DOL determination, opinion, notification and advisory letters, (vi) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, (vii) all material correspondence to or from any Governmental Entity received in the last three years, (viii) all discrimination tests for the most recent three plan years, and (ix) all material written agreements and contracts currently in effect, including administrative service agreements, group annuity contracts, and group insurance contracts. (c) Each Employee Benefit Plan has been maintained and administered in all respects in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations (foreign and domestic), including ERISA and the Code, which are applicable to such Employee Benefit Plans. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Employee Benefit Plans have been timely made or accrued. Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is, to the Knowledge of the Company, so qualified and has obtained a currently effective favorable determination notification, advisory or opinion letter, if anyas applicable, as to its qualified status (or the qualified status of the master or prototype form on which it is established) from the IRS covering the amendments to the Code effected by the Tax Reform Act of 1986 and all subsequent legislation for which the IRS will currently issue such a letter, and no amendment to such Employee Benefit Plan has been adopted since the date of such letter covering such Employee Benefit Plan that would adversely affect such favorable determination. (d) No plan currently or ever in the past maintained, sponsored, contributed to or required to be contributed to by the Company, any of its Subsidiaries, or any of their respective current or former ERISA Affiliates is or ever in the past was (i) a Multiemployer Plan, (ii) a plan described in Section 413 of the Code, (iii) a plan subject to Title IV of ERISA, (iv) a plan subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA, or (v) a plan maintained in connection with any trust described in Section 501(c)(9) of the Code. (e) Neither the Company nor any of its Subsidiaries is subject to any liability or penalty under Sections 4975 through 4980B of the Code or Title I of ERISA. The Company and its Subsidiaries have complied in all material respects with all applicable health care continuation requirements under COBRA. No “Prohibited Transaction,” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Employee Benefit Plan. (f) No Employee Benefit Plan that is provides, or reflects or represents any liability to provide, benefits (including, without limitation, death or medical benefits), whether or not insured, with respect to any former or current employee, or any spouse or dependent of any such employee, beyond the employee’s retirement or other termination of employment with the Company and its Subsidiaries other than (i) coverage mandated under COBRA, (ii) retirement or death benefits under any plan intended to qualify pursuant to be qualified under Section 401(a) of the Code; , (iii) the most recent annual report on Form 5500 required to disability benefits that have been filed with fully provided for by insurance under an Employee Benefit Plan that constitutes an “employee welfare benefit plan” within the IRS for each Employee Plan, including all schedules thereto; meaning of Section (3)(1) of ERISA or (iv) any related trust agreements, insurance contracts, insurance policies benefits in the nature of severance pay with respect to one or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative more of the United States Department employment contracts set forth on Schedule 4.10(f) of Labor the Company Disclosure Schedules. (g) There is no contract, plan or arrangement covering any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee or former employee of the Company or any of its Subsidiaries whose principal work location is outside that, individually or collectively, could give rise to the payment as a result of the United States transactions contemplated by this Agreement of any amount that would not be deductible by the Company or such Subsidiary by reason of Section 280G of the Code. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement (alone or together with any other event which, standing alone, would not by itself trigger such entitlement or acceleration) will not (i) entitle any Person to any payment, forgiveness of indebtedness, vesting, distribution, or increase in benefits under or with respect to any Employee Benefit Plan, (ii) otherwise trigger any acceleration (of vesting or payment of benefits or otherwise) under or with respect to any Employee Benefit Plan or (iii) trigger any obligation to fund any Employee Benefit Plan. (h) No action, suit or claim (excluding claims for benefits incurred in the “International Employee Plans”)ordinary course) has been brought or is pending or, to the extent applicableKnowledge of the Company, (A) a summary of such International Employee Plan, (B) the most recent annual report threatened against or similar compliance documents required to be filed with any Governmental Authority with respect to any Employee Benefit Plan or the assets or any fiduciary thereof (in that Person’s capacity as a fiduciary of such plan; and (C) any document comparable Employee Benefit Plan). There are no audits, inquiries or proceedings pending or, to the determination letter referenced pursuant Knowledge of the Company, threatened by the IRS, DOL or other Governmental Entity with respect to clause any Employee Benefit Plan. (iii) above issued by With respect to each Employee Benefit Plan that is a Governmental Authority relating “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code), such plan has been maintained and operated in material compliance with Section 409A of the Code and the applicable IRS guidance promulgated thereunder to the satisfaction extent such plan is subject to Section 409A of law necessary the Code and so as to obtain avoid any Tax thereunder. No stock option granted by the most favorable Company or any of its Subsidiaries (whether currently outstanding or previously exercised) is, has been or would be, as applicable, subject to any Tax treatmentunder Section 409A of the Code.

Employee Plans. (a) Section 3.18(a)(i3.17(a) of the Company Disclosure Letter sets forth a truecomplete and accurate list of each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), correct whether or not subject to ERISA, and complete list(ii) material employment, as bonus, stock option, stock purchase or other equity-based incentive compensation, profit sharing, savings, retirement, disability, vacation, deferred compensation, consulting, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing and whether or not covering a single individual or group of individuals) sponsored, maintained, contributed to, or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of the date Company, any of this Agreementits Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of all their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries has any material liability (including contingent liability (clauses (i) and (ii), collectively, the “Employee Plans”), and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or except for those Employee Plan providing for severance payments (other than those pursuant to which severance is required Plans mandated by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the United States“International Employee Plans”), to the extent applicable, applicable the Company has made available to Parent true, correct complete and complete accurate copies of (i) the current plan documents and current summary plan descriptions; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iiiA) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (ivB) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other Contracts documents of any funding arrangements; and (vE) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority DOL relating to any material compliance issues in respect of any such Employee Plan during the past three yearsPlan. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”)Plan, to the extent applicable, the Company has made available to Parent complete and accurate copies of (A) a summary of such International Employee Plan, (Bx) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; plan and (Cy) any document comparable to the determination letter referenced pursuant to under clause (iiB) above issued by a Governmental Authority relating to the satisfaction of law Law necessary to obtain the most favorable Tax tax treatment. (b) No Employee Plan is, and none of the Company, any of its Subsidiaries, any ERISA Affiliate, or any of their respective predecessor has contributed to, contributes to, has been required to contribute to, or has otherwise participated in or has any liability, direct or indirect, with respect to (1) a “defined benefit plan” (as defined in Section 414 of the Code), (2) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (3) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA), (4) a plan subject to Section 302 of ERISA, Section 412, 430 or 4971 of the Code or Title IV of ERISA, (5) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA) or (6) a plan maintained in connection with any trust described in Section 501(c)(9) of the Code. No event has occurred and, to the Knowledge of the Company, no condition exists that would subject the Company or any of its Subsidiaries by reason of its affiliation with any current or former ERISA Affiliate to any material (i) Tax, penalty, fine, (ii) lien or (iii) other liability imposed by applicable Law, including ERISA and the Code. (c) Each Employee Plan has been established, maintained, operated and administered, in all material respects, in compliance with its terms and with all applicable Law, including the applicable provisions of ERISA and the Code. (d) Each Employee Plan that is subject to Section 409A of the Code has been operated and administered, in all material respects, in compliance with Section 409A of the Code. (e) There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan with respect to the administration or operation of such plans, other than routine claims for benefits. (f) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation. (g) No Employee Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA provides benefits to former employees of the Company or its ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar Law. (h) Each Employee Plan that is intended to be “qualified” under Section 401 of the Code may rely on a prototype opinion letter or has received a favorable determination letter from the IRS (or there remains sufficient time for the Company to file an application for such determination letter from the IRS) and nothing has occurred since the date of the letter that could reasonably be expected to adversely affect the qualified status of such Employee Plan. (i) Except as could not, individually or in the aggregate, result in a material liability to the Company and its Subsidiaries, each International Employee Plan (1) that is intended to qualify for special tax treatment, has met all requirements for such tax treatment, (2) does not have unfunded liabilities or liabilities that could reasonably be imposed upon the assets of the Company or any Subsidiary by reason of such International Employee Plan, (3) is in compliance with all applicable Laws and (4) if intended or required to be qualified, approved or registered with a Governmental Authority, is and has been so qualified, approved or registered and nothing has occurred that could reasonably be expected to result in the loss of such qualification, approval or registration, as applicable. (j) Except as would not result in a material liability to the Company and its Subsidiaries, all contributions, premiums and other material payments required to be made with respect to any Employee Plan have been timely made, accrued or reserved for. (k) Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in connection with any other event, (1) result in any severance or payment or benefit becoming due or payable, or required to be provided, to any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, (2) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such current or former director, officer, employee or independent contractor or (3) result in the acceleration of the time of payment, vesting or funding (through a grantor trust or otherwise) of any such benefit or compensation or (4) limit or restrict the right of the Company or any Subsidiary to merge, amend or terminate any Employee Plan. (l) Except as required by applicable Law or the terms of any Employee Plans as in effect on the date hereof, neither the Company nor any of its Subsidiaries has any plan or commitment to amend in any material respect or establish any new Employee Plan or to continue or materially increase any benefits under any Employee Plan. (m) No amount paid or payable by the Company or any Subsidiary of the Company in connection with the transactions contemplated hereby will be an “excess parachute payment” within the meaning of Section 280G of the Code. No person is entitled to receive any additional payment (including any tax gross-up payment) from the Company or any of its Subsidiaries as a result of the imposition of additional taxes under Sections 409A or 4999 of the Code.

Employee Plans. Section 3.18(a)(i) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is every "employee pension plan" or "employee welfare benefit plan", as defined in ERISA, sponsored by Seller or in which any employee of Seller participates (singly, a "Plan" and collectively, the United States"Plans"), Seller and Shareholder have heretofore delivered to the extent applicable, the Company has made available to Parent Buyer true, correct and complete copies of of: (i) the current most recent Internal Revenue Service determination letters relating to each Plan which is a pension, profit-sharing, or stock bonus plan documents and current summary plan descriptions; qualified (or intended to be qualified) under Section 401(c) of the Code, listed in Exhibit 4.3(n) hereto for which a determination letter was obtained; (ii) the most recent determination or opinion letterAnnual Report (Form 5500 series) and accompanying schedules of each Plan currently sponsored by any of them, if anywith respect to which the same are required, from the IRS for any Employee Plan that is intended to qualify as filed pursuant to Section 401(a) of the Code; applicable law; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS annual, quarterly and monthly financial statements or reports for each Employee Plan, including and all schedules theretoPlans; and (iv) all plan documents, as amended to date, summary plan descriptions and summaries of material modifications and all plan termination documentation with respect to each Plan presently or in the past sponsored by any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative member of the United States Department of Labor or any similar Governmental Authority relating Selling Group, except for the multi-employer plans referred to any material compliance issues in respect of any such Employee Plan during the past three yearsbelow. With respect to each of such Plans as to which an Annual Report (Form 5500 series) is required to be filed, no liabilities as of the date of such Annual Report exist unless specifically referred to in the most recent such Annual Report, and no material Employee Plan that is maintained in change has occurred with respect to the matters covered by the last Annual Report since the date thereof. Seller and Shareholder do not know, nor have any non-United States jurisdiction primarily for the benefit reasonable grounds to know, of any employee "prohibited transaction," as such term is defined in Section 406 of ERISA and Section 4975 of the Company Code, which has ever been engaged in by Shareholder or Seller, or by any Plan sponsored by Seller, any trust created thereunder or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”)trustee, administrator or other fiduciary thereof, or which would subject such Plan or any such entity, or any party dealing with such Plan or any such trust, to the sanctions imposed by ERISA or the tax on prohibited transactions imposed by Section 4975 of the Code. There are no actions, suits or claims pending or, to the best of Seller's or Shareholder's knowledge, after due inquiry, threatened, against any of the Plans or any administrator or fiduciary thereof. Neither any of the Plans nor any of said trusts have incurred any "accumulated funding deficiency," as such term is defined in Section 302 of ERISA or Section 412(a) of the Code (whether or not waived), since the effective date of ERISA. The terms and operation of each of the Plans have complied to the extent applicablerequired with the provisions of the Code and ERISA, (Aand all reports and notices required by ERISA or the Code have been duly filed or given. Seller and Shareholder shall deliver to the Buyer a list of all of the members of the Seller's Plans subject to Title IV of ERISA and all trusts created thereunder which have been terminated, and all "reportable events," as that term is defined in Section 4043 of ERISA. Except as may be specified in Exhibit 4.3(n) a summary hereto, none of such International Employee PlanPlans and no such trust has been terminated, (B) nor has any such "reportable event" occurred with respect to any such Plans since the effective date of ERISA. The present value, on a plan termination basis, of all benefits accrued under each Plan sponsored or contributed to by Seller and subject to Title IV of ERISA did not, as of the most recent annual report valuation date, exceed the fair market value of the assets of such Plan as of such date. Seller has never been a sponsor of, and/or a contributing employer to, a multi-employer pension plan subject to the provisions of Section 4201, et seq., of ERISA; or similar compliance documents required if it has, it has never incurred any withdrawal liability thereunder, nor will it incur any such liability as a result of the consummation of any of the transactions contemplated by this agreement; or if it will, at or prior to be filed with any Governmental Authority the Closing Date, it will pay or otherwise satisfy such liability in full and/or establish an escrow fund or secure a bond in an appropriate amount with respect to such plan; and (C) any document comparable the same with an escrow agent and/or a bonding company reasonably satisfactory to the determination letter referenced pursuant Buyer and in a manner agreeable to clause (ii) above issued by applicable law. Seller has never been a Governmental Authority relating sponsor of, or a contributing employer to, a single employer pension plan subject to the satisfaction provisions of law necessary Section 4041, et seq., of ERISA; nor has it ever incurred any liability thereunder or under Section 4062, et seq., of ERISA, nor will it incur any such liability as a result of the consummation of any of the transactions contemplated by this agreement; or if it will, at or prior to obtain the most favorable Tax treatmentClosing Date, it will pay or otherwise satisfy such liability in full and/or establish an escrow fund or secure a bond with respect to the same as provided in the preceding sentence.

Employee Plans. (a) Section 3.18(a)(i3.9(a) of the Company Disclosure Letter Schedules sets forth a true, correct complete and complete list, accurate list as of the date Agreement Date of this Agreementeach current material Company Plan (other than: (i) any offer letter or other employment Contract that (A) is terminable “at-will” or following a notice period imposed by applicable Law and does not provide for severance, retention, change of all control, transaction or similar bonuses other than severance payments or advance notice of termination periods required to be made by the Company or any Company Subsidiaries under applicable foreign Law) and (B) does not deviate in any material Employee Plansrespect from the forms of offer letters or forms of employment Contracts that have been made available to Parent prior to the Agreement Date, (ii) any consulting services Contract that is terminable upon thirty (30) days’ notice or less, or (iii) any individual equity award grant notice or award agreement on the Company’s standard forms of equity award grant notice and agreement in the forms made available to Parent). (b) With respect to each Company Plan set forth on Section 3.18(a)(ii3.9(a) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicableSchedules, the Company has made available to Parent truea true and correct copy of, correct and complete copies of as applicable: (i) each written Company Plan and all amendments thereto, if any, or, with respect to any unwritten Company Plan, a summary of the current plan documents and current summary plan descriptionsmaterial terms thereof; (ii) the most recent determination or opinion lettercurrent summary plan description of each Company Employee Benefit Plan and any material modifications thereto, if any, from the IRS or any written summary provided to participants with respect to any plan for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Codewhich no summary plan description exists; (iii) the most recent determination letter (or if applicable, advisory or opinion letter) from the Internal Revenue Service or other Governmental Authority; (iv) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Planor such similar report, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies statement or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents information return required to be filed with or delivered to any Governmental Authority, if any; (v) all material notices given to the administrator of such Company Employee Benefit Plan, the Company, any of the Company Subsidiaries or any Company ERISA Affiliate by the Internal Revenue Service, Department of Labor, Pension Benefit Guaranty Corporation, or other Governmental Authority with respect to such planCompany Plan since January 1, 2024; and (Cvi) any document comparable the most recent financial statements and actuarial or other valuation reports provided to the Company with respect thereto. (c) Each Company Employee Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code has been the subject of a favorable determination letter referenced pursuant (or, if applicable, advisory or opinion letter) from the Internal Revenue Service that has not been revoked or meets the requirements for such treatment and, to clause the Knowledge of the Company, no event has occurred and no condition exists that would reasonably be expected to cause the loss of qualified status of any such Company Employee Benefit Plan or result in the imposition of any material liability, penalty or Tax under ERISA or the Code. (i) Each Company Employee Benefit Plan has been established, maintained and administered in accordance with its provisions and in compliance with all applicable Laws, including all provisions of ERISA and the Code, in all material respects; and (ii) above issued to the Knowledge of the Company, all payments and contributions required to be made under the terms of any Company Plan have been made or the amount of such payment or contribution obligation has been reflected in the Company SEC Reports which are publicly available prior to the Agreement Date. (e) Each Company Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. No Company Plan provides for a “gross-up” or similar payment in respect of any Taxes that may become payable under Sections 409A or 4999 of the Code. Except as set forth on Section 3.9(e) of the Company Disclosure Schedules, neither the execution and delivery of this Agreement, nor the consummation of the Transactions would reasonably be expected to (whether alone or in combination with any other event), (i) result in, or cause the accelerated vesting, payment, or increase the value of, any compensatory payment or benefit to any current or former director, officer, employee, or individual independent contractor of the Company or any Company Subsidiary, (ii) require a contribution or funding by the Company or any Company Subsidiary to a Company Plan or the transfer or setting aside of assets to fund any benefits under any Company Plan, (iii) limit or restrict the right to merge, amend, terminate or transfer the assets of any Company Plan following the Effective Time, or (iv) result in any payment or benefit that would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (f) All non-U.S. Company Plans (i) if they are intended to qualify for special tax treatment, have met all material requirements for such treatment, (ii) if they are intended to be funded and/or book-reserved, are funded and/or book-reserved in all material respects, as required, based upon reasonable actuarial assumptions, and (iii) if required to be registered with the applicable Governmental Authority relating to have been registered and have been maintained in good standing in all material respects. Neither the satisfaction of law necessary to obtain Company nor any Company Subsidiary has incurred any material unpaid obligation in connection with the most favorable Tax treatmenttermination or withdrawal from any non-U.S. Company Plan.

Employee Plans. (a) Section 3.18(a)(i3.10(a) of the Company Disclosure Letter Schedule sets forth a true, correct and complete listlist of each employee benefit plan, as within the meaning of the date of this Agreement, of all material Employee PlansERISA Section 3(3) whether or not subject to ERISA, and each other benefit program, policy, agreement, understanding, arrangement, policy, practice or plan (whether written or oral) providing compensation or benefits to any current or former director, employee or consultant (or any dependent or beneficiary thereof), including employment agreements, bonuses, incentive compensation, change in control benefits, vacation, severance, insurance, cafeteria, medical, disability, restricted stock, stock options, employee discounts, company cars, tuition reimbursement, stock purchase, stock appreciation, phantom stock, other stock-based compensation plans, programs or policies, holiday, deferred compensation or any other perquisite or benefit (collectively, the “Employee Programs”), which is currently, or since the Company’s formation was, maintained, sponsored or contributed to (or with respect to which any obligation to contribute has been undertaken) by the Company or any ERISA Affiliate. Each Employee Program that is intended to qualify under Section 3.18(a)(ii401(a) of the Company Disclosure Letter separately sets forth each Contract Code has received a favorable determination or Employee Plan providing for severance payments opinion letter from the Internal Revenue Service (other than those pursuant the “IRS”) regarding its qualification thereunder and, to which severance the Company’s knowledge, no event has occurred and no condition exists that is required by applicable Law). reasonably expected to result in the revocation of any such determination. (b) With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicableProgram, the Company has provided, or made available available, to Parent (if applicable to such Employee Program) true, correct and complete copies of of: (i) all documents embodying or governing such Employee Program (or, if not written, a written summary of its material terms), and any funding medium for the current plan documents and current summary plan descriptionsEmployee Program (including, without limitation, trust agreements); (ii) the most recent IRS determination or opinion letter, if any, from the IRS for any letter with respect to such Employee Plan that is intended to qualify pursuant to Program under Code Section 401(a) of the Code); (iii) the three (3) most recent annual report on recently filed IRS Form 5500 required to have been filed with the IRS for each Employee Plan5500, including all schedules theretoif applicable; (iv) any related trust agreements, insurance contracts, insurance policies the most recent summary plan description for such Employee Program (or other Contracts descriptions of any funding arrangementssuch Employee Program provided to employees) and all modifications thereto; (v) any notices to or from all material correspondence with the IRS or any office or representative of the United States Department of Labor or the IRS; (vi) any similar Governmental Authority insurance policy information related to such Employee Program and (vii) the most recent actuarial report or financial statements relating to any material compliance issues in respect of any such Employee Plan during Program, if any. (c) Each Employee Program complies with and has been administered in accordance with its terms and the past three yearsrequirements of applicable law, including, without limitation, ERISA and the Code (including, without limitation, Section 409A of the Code), except as would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect. With respect to each Employee Program, all tax, annual reporting and other governmental filings required by ERISA and the Code have been timely filed with the appropriate governmental entity and all notices and disclosures have been timely provided to participants. With respect to the Employee Programs, no event has occurred and, to the knowledge of Company, there exists no condition or set of circumstances in connection with which the Company could be subject to any liability (other than for routine benefit liabilities) under the terms of, or with respect to, such Employee Programs, ERISA, the Code or any other applicable Law, except as would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect. No Employee Program is subject to Title IV of ERISA, is an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Code, a voluntary employees’ beneficiary association or is a multiemployer plan, within the meaning of ERISA Section 3(37). (d) Except as set forth in Section 3.10(d) of the Company Disclosure Schedule, full payment has been made, or otherwise properly accrued on the books and records of the Company and any ERISA Affiliate, of all amounts that the Company and any ERISA Affiliate are required under the terms of the Employee Programs to have paid as contributions to such Employee Programs on or prior to the Closing Date (excluding any amounts not yet due) and the contribution requirements, on a prorated basis, for the current year have been made or otherwise properly accrued on the books and records of the Company through the Closing Date. (e) No material liability, claim, action or litigation has been made, commenced or, to the knowledge of the Company, threatened with respect to any Employee Plan Program (other than for benefits payable in the ordinary course of business). (f) Except as set forth in Section 3.10(a) of the Company Disclosure Schedule, no Employee Program provides for medical, life insurance or other welfare plan benefits (other than under Section 4980B of the Code or state health continuation laws) to any current or future retiree or former employee and all such plans have effectively reserved the right to amend or terminate such plans without participant consent. (g) All Company Stock Options have an exercise price per share that was not less than the “fair market value” of a Company Share on the date of grant, as determined in accordance with the terms of the applicable Employee Program and, to the extent applicable, Sections 409A and 422 of the Code. All Company Stock Options have been properly accounted for by the Company in accordance with GAAP, and no change is maintained expected in respect of any prior Company financial statement relating to expenses for stock compensation. To the Company’s knowledge, there is no pending or threatened audit, investigation or inquiry by any governmental agency or by the Company with respect to the Company’s stock option granting practices or other equity compensation practices. (h) Except as would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect, the Company has withheld and paid all amounts required by applicable Law or by agreement to be withheld from the wages, salaries, and other payments to employees, independent contractors and other service providers, and is not liable for any arrears of wages or any taxes or any penalty for failure to withhold or pay such amounts. The Company has properly classified all individuals providing services to the Company or any of the Company Subsidiaries as employees or non-employees for all relevant purposes. (A) Except as set forth in Section 3.10(i)(A) of the Company Disclosure Schedule or as contemplated in Section 2.1(e) hereof, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in any non-United States jurisdiction primarily for the benefit payment, acceleration or creation of any employee rights of any person to benefits under any Employee Program; (B) except as set forth in Section 3.10(i)(B) of the Company Disclosure Schedule, no amount that could be received (whether in cash, property, the vesting of property or otherwise) as a result of or in connection with the consummation of the transactions contemplated by this Agreement (either alone or in combination with any other event), by any employee, officer, director or other service provider of the Company or any of its the Company Subsidiaries whose principal work location who is outside a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected to be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the United States (the “International Employee Plans”Code), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; and (C) except as set forth in Section 3.10(i)(C) of the Company Disclosure Schedule, neither the Company nor any document comparable Company Subsidiary is a party to any contract, agreement, plan or arrangement covering any persons that, individually or collectively, would reasonably be expected to give rise to the determination letter referenced pursuant payment of any amount that would constitute compensation in excess of the limitations set forth in Section 162(m) of the Code. (j) Section 3.10(j) of the Company Disclosure Schedule sets forth a true, correct and complete list of (i) all Company Restricted Shares that are subject to clause vesting conditions on the date hereof and will be vested and no longer subject to repurchase by the Company at the Effective Time, and (ii) above issued all Company Stock Options, including the exercise price thereof, that are unexercised and outstanding on the date hereof and will be vested and exercisable at the Effective Time, assuming in the case of clauses (i) and (ii) above, that no other event or circumstance occurs that would cause such Company Restricted Shares or Company Stock Options to be forfeited by a Governmental Authority relating to the satisfaction of law necessary to obtain holder, exercised by the most favorable Tax treatmentholder or repurchased by the Company.

Employee Plans. Section 3.18(a)(i) The Rock of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the Company has Ages Group will make made available to Parent upon request for examination by Target and Shareholder true, correct and complete copies of of: (i) the current plan documents most recent Internal Revenue Service determination letter relating to each of the Rock of Ages Group's pension, profit-sharing, stock bonus or other deferred compensation arrangements, if any, for which a letter was obtained except for any multi-employer plans sponsored by any number of the Rock of Ages Group, (each a "Plan" and current summary plan descriptions; collectively the "Plans"); (ii) the most recent determination or opinion letterAnnual Report (Form 5500 Series) and accompanying schedules of each Plan sponsored by the Rock of Ages Group with respect to which the same are required, if any, from the IRS for any Employee Plan that is intended to qualify as filed pursuant to applicable law; and (iii) all plan documents, as amended to date, summary plan descriptions and summaries of material modifications with respect to each Plan sponsored by a member of the Rock of Ages Group, as well as the most recent financial statements of each of such plans. With respect to each of such Plans as to which an Annual Report (Form 5500 series) is required to be filed, no liabilities as of the date of such Annual Report exist unless specifically referred to in the most recent such Annual Report, and no material change has occurred with respect to the matters covered by the last Annual Report since the date thereof. The Rock of Ages Group does not know, nor have any reasonable grounds to know, of any "prohibited transaction," as such term is defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended, ("ERISA") and Section 4975 of the Code, which has been engaged in by any member of the Rock of Ages Group or by any Plan sponsored by any member of the Rock of Ages Group, any trust created thereunder or any trustee, administrator or other fiduciary thereof, or which would subject such Plan or any such entity, or any party dealing with such Plan or any such trust, to the sanctions imposed by ERISA or the tax on prohibited transactions imposed by Section 4975 of the Code. There are no actions, suits or claims pending or, to the best of the Rock of Ages Group's knowledge, after due inquiry, threatened against any of the Plans or any administrator or fiduciary thereof. Neither any of the Plans nor any said trust have incurred any "accumulated funding deficiency," as such term is defined in Section 302 of ERISA or Section 412(a) of the Code (whether or not waived), since the Effective Time of ERISA. The terms and operation of each of the Plans have complied to the extent required with the provisions of Section 401(a) of the Code; (iii) Code and with ERISA, and all reports and notices required by ERISA or the Code have been duly filed or given. The Rock of Ages Group shall make available for examination by Target and Shareholder a list of all of the Rock of Ages Group's Plans subject to Title IV of ERISA and all trusts created thereunder which have been terminated, and all "reportable events," as that term is defined in Section 4043 of ERISA, if any. Except as may be specified in Rock of Ages Group Disclosure Schedule hereto, none of the Rock of Ages Group's Plans and no such trust has been terminated, nor has any such "reportable event" occurred with respect to any such as a share of common stock of Acquiror. Plans since the effective date of ERISA. The present value, on a plan termination basis, of all benefits accrued under each Plan sponsored or contributed to by a member of the Rock of Ages Group and subject to Title IV of ERISA did not, as of the most recent annual report on Form 5500 required to have been filed with valuation date, exceed the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative fair market value of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary assets of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to plan as of such plan; and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentdate.

Employee Plans. Section 3.18(a)(i(a) All employee benefit, welfare, bonus, deferred compensation, pension, profit sharing, stock option, employee stock ownership, consulting, severance, or fringe benefit plans, formal or informal, written or oral and all trust agreements related thereto, relating to any present or former directors, officers or employees of the Company Disclosure Letter sets forth a trueHarbor or Harbor Subsidiaries ("Harbor Employee Plans") have been maintained, correct operated, and complete listadministered and currently comply, as of the date of this Agreementand have at all relevant times complied, of in all material Employee Plansrespects with the applicable requirements of ERISA, the Code, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (any other than those pursuant to which severance is required by applicable Law)laws. With respect to each material Harbor Employee Plan providing benefits to employees whose principal work location which is a pension plan (as defined in the United States, to the extent applicable, the Company has made available to Parent true, correct and complete copies Section 3(2) of (iERISA) the current plan documents and current summary plan descriptions; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to be a qualified plan under Section 401(a) of the Code; : (i) except for recent amendment(s) to the plans not materially affecting the qualified status of the plans (which are disclosed in, and copies of which are attached to, the Harbor Disclosure Letter), each pension plan as amended (and any trust relating thereto) intended to be a qualified plan under Section 401(a) of the Code either (A) has been determined by the IRS to be so qualified or (B) is the subject of a pending application for such determination that was timely filed, (ii) there is no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, and no waiver of the minimum funding standards of such sections has been requested from the IRS, (iii) neither Harbor nor any of Harbor Subsidiary has provided, or is required to provide, security to any pension plan pursuant to Section 401(a)(29) of the Code, (iv) the fair market value of the assets of each defined benefit plan (as defined in Section 3(35) of ERISA) exceeds the value of the "benefit liabilities" within the meaning of Section 4001(a)(16) of ERISA under such defined benefit plan as of the end of the most recent annual report plan year thereof ending prior to the date hereof, calculated on Form 5500 required to have been filed with the IRS basis of the actuarial assumptions used in the most recent actuarial valuation for each Employee Plansuch defined benefit plan as of the date hereof, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) no reportable event described in Section 4043 of ERISA for which the thirty (30)-day reporting requirement has not been waived has occurred, (vi) no defined benefit plan has been terminated, nor has the PBGC instituted proceedings to terminate a defined benefit plan or to appoint a trustee or administrator of a defined benefit plan, and no circumstances exist that constitute grounds under Section 4042(a)(2) of ERISA entitling the PBGC to institute any notices to such proceedings, and (vii) no pension plan is a "multiemployer plan" within the meaning of Section 3(37) of ERISA or from a "multiple employer plan" within the IRS or any office or representative meaning of 413(c) of the United States Department of Labor or Code. Neither Harbor nor any similar Governmental Authority relating Harbor Subsidiary has incurred any liability to the PBGC with respect to any material compliance issues in respect "single-employer plan" within the meaning of action 4001(a)(15) of ERISA currently or formerly maintained by any such Employee Plan during entity considered one employer with it under Section 4001 of ERISA or Section 414 of the past three yearsCode, except for premiums all of which have been paid when due. With Neither Harbor nor any of its Subsidiaries has incurred any withdrawal liability with respect to each material Employee Plan a multiemployer plan under Subtitle E of Title IV of ERISA. There is no basis for any Person to assert that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company Harbor or any of its Subsidiaries whose principal work location is outside of the United States (the “International has an obligation to institute any Employee Plans”)Plan or any such other arrangement, agreement or plan. With respect to the extent applicable, (A) a summary of such International any insurance policy that heretofore has or currently does provide funding for benefits under any Harbor Employee Plan, (B1) there is no liability on the part of Harbor or any of its subsidiaries in the nature of a retroactive or retrospective rate adjustment, loss sharing arrangement, or other actual or contingent liability, nor would there be any such liability if such insurance policy were terminated, and (2) no insurance company issuing such policy is in receivership, conservatorship, liquidation or similar proceeding and, to the Knowledge of Harbor, no such proceeding with respect to any such insurer is imminent. Neither the execution of this Agreement, nor the consummation of the transactions contemplated thereby will (x) constitute a stated triggering event under any Harbor Employee Plan that will result in any payment (whether of severance pay or otherwise) becoming due from Harbor or any of its subsidiaries to any present or former officer, employee, director, stockholder, consultant or dependent of any of the foregoing or (y) accelerate the time of payment or vesting, or increase the amount of compensation due to any present or former officer, employee, director, stockholder, consultant, or dependent of any of the foregoing. Neither Harbor nor any of its Subsidiaries has any obligations for retiree health and life benefits under any Harbor Employee Plan or agreement. There are no restrictions on the rights of Harbor or Harbor Subsidiaries to amend or terminate any such Harbor Employee Plan without incurring any liability thereunder. (b) Harbor and Harbor's Subsidiaries have accrued expenses, within the meaning of U.S. GAAP, for the value of all of the "benefit liabilities" due and owing or to become due and owing under any and all non-qualified plans as of the end of the most recent annual report fiscal quarter end and will have accrued expenses, within the meaning of U.S. GAAP, for the value of all of the "benefit liabilities" due and owing or similar compliance documents required to become due and owing under any and all non-qualified plans as of the Effective Time, calculated on the basis of appropriate actuarial assumptions. Any trust maintained by Harbor for the benefit of the participants in Harbor's non-qualified plans has adequate balances to pay any and all "benefit liabilities" due or owing or to become due and owing under any and all non-qualified plans following a change in control, as such term may be filed with defined in each and every plan. (c) Neither the execution of this Agreement nor the undertaking or consummation of any Governmental Authority transaction contemplated by this Agreement shall (i) constitute an event of default under any loan obligations (the "ESOP Loan") related to the Harbor Employee Stock Ownership Plan (the "ESOP") or otherwise cause an acceleration of the repayment of the ESOP Loan, (ii) constitute a partial termination of the ESOP or otherwise require or compel the termination of the ESOP or (iii) prevent or impose limitations on or otherwise restrict National City's ability to assume, continue, maintain, administer, terminate or take any other action with respect to such plan; and (C) any document comparable to Harbor Employee Benefit Plan, including, but not limited to, the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentESOP.

Employee Plans. (a) Section 3.18(a)(i5.14(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately Schedule sets forth each Contract or material Employee Plan providing for severance payments (other than those pursuant to (i) offer letters or other similar employment Contracts with employees that are terminable at-will by the Company or any ERISA Affiliate without severance or change of control pay or benefits, and do not contain any non-recurring or special bonuses or payments, in which severance is required by applicable Lawcase only the form of such offer letters or other service Contracts will be listed, or (ii) consulting agreements or other similar service Contracts with consultants that are terminable without penalty on less than thirty (30) days’ notice, in which case only forms of such consulting agreements or other service Contracts will be listed, unless any such Contract provides severance, change of control pay or benefits, or a non-recurring or special bonus or payment). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United StatesPlan, to the extent applicable, the Company has made available to Parent true, correct and complete copies of the Purchaser (i) the current plan documents and current document, summary plan descriptionsdescription and any summary of material modifications or amendments; (ii) the most recent annual report on Form 5500 required to have been filed with the IRS and non-discrimination tests for the last three plan years; (iii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies contract or other Contracts document related to funding or payment of any funding arrangementsbenefits under such Employee Plan; and (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority governmental agency relating to any material compliance issues in respect of any such Employee Plan during Plan. (b) The Company and each of its ERISA Affiliates in all material respects, have performed all obligations required to be performed by them under, and are in compliance with, the past three years. With respect to requirements prescribed by any and all applicable statutory or regulatory Laws, are not in material default or violation of, and the Company has no Knowledge of any such default or violation by any other party to, any Employee Plan. (c) For each material Employee Plan that is maintained in intended to be qualified under Section 401(a) of the Code, the Company has obtained a favorable determination and/or opinion letter and there has been no event, condition or circumstances that has adversely affected or is reasonably likely to adversely affect such qualified status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any non-United States jurisdiction primarily Employee Plan. There are no Actions pending or to the Knowledge of the Company threatened or reasonably anticipated (other than routine claims for benefits) against any Employee Plan or against the benefit assets of any employee Employee Plan. None of the Company nor any of its ERISA Affiliates is subject to any penalty or Tax with respect to any Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. (d) Neither the Company nor any of their ERISA Affiliates maintains, contributes to, participates in, or sponsors (or has in the past six (6) years maintained, contributed to, participated in, or sponsored), or has any Liability, contingent or otherwise under any (i) defined benefit pension plan or plan subject to Section 302 of Title I of ERISA, Section 412 of the Code, or Title IV of ERISA, (ii) multiemployer plan (as defined in Section 3(37) of ERISA), (iii) multiple employer plan or to any plan described in Section 413 of the Code, (iv) “funded welfare plan” within the meaning of Section 419 of the Code, or (v) multiple employer welfare arrangement, as defined under Section 3(40)(A) of ERISA (without regard to Section 514(b)(6)(B) of ERISA). (e) Neither the Company nor any of their ERISA Affiliates has any Liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees or other service providers of the Company or any of its Subsidiaries whose principal work location is outside ERISA Affiliates, except as required to avoid excise tax under Section 4980B of the United States Code or except for the continuation of coverage through the end of the calendar month in which termination from employment occurs. (f) Neither the “International execution and delivery of this Agreement nor the consummation of the Transactions (either alone or together with any other event) or any termination of employment or service in connection therewith will (i) entitle any employee, director, or other service provider of the Company (whether current, former or retired) or their beneficiaries to severance pay under an Employee Plans”Plan (ii) accelerate the time of payment or vesting or trigger any payment or funding of compensation or benefits under any Employee Plan, or (iii) increase the amount payable or trigger any other financial obligation pursuant to an Employee Plan. No payment which is or may be made to any employee, director or other service provider of the Company or any ERISA Affiliate (whether current, former or retired), either alone or together with any other payment, event or occurrence, will or could fail to be deductible for federal income tax purposes by virtue of Section 280G of the extent applicableCode or subject to an excise tax under Section 4999 of the Code. The Company has no obligation to gross up, indemnify or otherwise reimburse any current or former employee, director or other service provider of the Company or any ERISA Affiliate for any Tax incurred by such individual under Section 4999 of the Code. (Ag) Each Employee Plan that is a summary “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) complies and has at all times complied in both form and operation, with the requirements of Section 409A of the Code. The Company has no obligation to gross up, indemnify or otherwise reimburse any current or former employee, director, or other service provider of the Company for any Tax incurred by such individual under Section 409A of the Code. (h) Neither the Company nor any of its ERISA Affiliates maintains, participates in, contributes to, or sponsors (or has in the past six years maintained, contributed to, participated in, or sponsored) any International Employee Plan. (i) Neither the Company nor any ERISA Affiliate has failed to comply with Sections 601 to 608 of ERISA and Section 4980B of the Code, and the Company and each ERISA Affiliate has, for any relevant period, offered the requisite number of “full-time employees” group health coverage that is “affordable” and of “minimum value” (B) as such terms are defined by the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; employer shared responsibility provisions of the Patient Protection and (C) any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentAffordable Care Act).

Employee Plans. (a) Schedule 3.11(a) lists all material Employee Benefit Plans. (b) No Employee Benefit Plan (i) is either a Multiemployer Plan or a plan that is subject to Title IV of ERISA, and no Group Company or, to the Company’s knowledge, any ERISA Affiliate, has withdrawn at any time within the preceding six (6) years from any Multiemployer Plan or incurred any withdrawal liability which remains unsatisfied, or (ii) provides health, medical or life insurance benefits to former employees of any Group Company other than health continuation coverage pursuant to COBRA. (c) Each Employee Benefit Plan has been maintained and administered, in each case, in all material respects in compliance with its terms and with the applicable requirements of ERISA, the Code and any other applicable Laws. Each Employee Benefit Plan that is intended to be qualified under Section 3.18(a)(i401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or is the subject of a favorable opinion letter from the Internal Revenue Service on the form of such Employee Benefit Plan and, to the Company’s knowledge, there are no facts or circumstances that would be reasonably likely to adversely affect the qualified status of any such Employee Benefit Plan in any material respect. (d) No material liability under Title IV of ERISA has been or, to the Company’s knowledge, is reasonably expected to be incurred by any Group Company, in each case, with respect to any Employee Benefit Plan. (e) No Group Company Disclosure Letter sets forth a truehas engaged in any transaction with respect to any Employee Benefit Plan that would be reasonably likely to subject any Group Company to any material Tax or penalty (civil or otherwise) imposed by ERISA, correct and complete list, as of the date of this Agreement, of all material Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract Code or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). . (f) With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicableBenefit Plan, the Company has made available to Parent trueBuyer copies, correct and complete copies to the extent applicable, of (i) the current plan and trust documents and current the most recent summary plan descriptions; description, (ii) the most recent determination or opinion letterannual report (Form 5500 series), if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Planfinancial statements, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies the most recent Internal Revenue Service determination or other Contracts of any funding arrangements; opinion letter and (v) any notices to material associated administrative agreements or from insurance policies. (g) No amount that could be received (whether in cash or property or the IRS or any office or representative vesting of property), solely as a result of the United States Department consummation of Labor the transactions contemplated by this Agreement, by any employee, director or other service provider of any similar Governmental Authority relating of the Group Companies under any Employee Benefit Plan otherwise or would be subject to an excise tax under Section 4999 of the Code. (h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any material payment becoming due, or increase the amount of any compensation or benefits due, to any current or former employee of any Group Company under any Employee Benefit Plan in any material compliance issues respect; (ii) increase any material benefits otherwise payable under any Employee Benefit Plan; or (iii) result in respect the acceleration of the time of payment or vesting of any such Employee Plan during the past three years. With respect compensation or benefits. (i) There are no liabilities relating to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), to the extent applicable, (A) a summary of such International Employee Plan, (B) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority unfunded obligations with respect to such plan; defined benefit retirement and (C) supplemental benefit plans of any document comparable to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to the satisfaction of law necessary to obtain the most favorable Tax treatmentGroup Company.

Employee Plans. (a) Section 3.18(a)(i3.1(40)(a) of the Company Disclosure Letter sets forth a lists and describes all the employee benefit, fringe benefit, health, medical, welfare, dental, disability, life insurance, supplemental unemployment benefit, bonus, profit sharing, option, incentive, incentive compensation, deferred compensation, share purchase, share compensation, phantom stock, severance, change-in-control, termination, retirement, savings, pension, and similar plans, funds, contracts, programs, policies, trusts, funds, policies, arrangements, Contracts or other agreements for the benefit of directors or former directors of the Company, Company Employees or former Company Employees, which are maintained, sponsored or funded by the Company, whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered in respect of which the Company may have any liability contingent or otherwise, other than benefit plans established by statute (collectively, the “Employee Plans”). (b) The Company has included in the Company Data Room true, correct and complete list, copies of all the Employee Plans as amended as of the date of this Agreement, of together with all material Employee Plans, and Section 3.18(a)(ii) of related documentation. No changes have occurred or are expected to occur which would Materially affect the information required to be included in the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those Data Room pursuant to which severance is required by applicable Law)this provision. With The Company has also included in the Company Data Room, with respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, and to the extent applicable, the Company has made available to Parent true, correct and complete copies of : (i) the current plan documents and current summary plan descriptions; most recent annual or other reports filed with any Governmental Entity, (ii) the most recent determination insurance contract or opinion letterother funding arrangement and all amendments thereto, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 summary plan description, and all summaries of Material modification thereto, (iv) the most recent determination letter, opinion letter or advisory letter issued by the United States Internal Revenue Service or Canada Revenue Agency or other regulatory authority and (v) copies of any Material notices, letters or other correspondence from any Governmental Entity. (c) No Employee Plan is or is intended to be a “registered pension plan”, a “deferred profit sharing plan”, a “retirement compensation arrangement”, a “registered retirement savings plan”, or a “tax-free savings account” as such terms are defined in the Tax Act. (d) The Company and its Subsidiaries and each of their respective ERISA Affiliates, as applicable, has performed all obligations, whether arising by operation of any Law or by contract, required to be performed by them in connection with the Employee Plans, and to Company’s knowledge, there have been filed no defaults or violations by any other party to the Employee Plans, except where such non-performance would not reasonably be expected to result in greater than $50,000 in losses for the Company. The Company has made all contributions and paid all premiums in respect of each Employee Plan in a timely fashion in accordance with Law and the IRS for terms of each Employee Plan. (e) Each of the Employee Plans has been operated and administered in all Material respects in accordance with the documents and instruments governing the Employee Plan and applicable Law. All Material reports and filings with Governmental Entities required in connection with each Employee Plan have been timely filed or furnished in accordance with applicable Law. All Material disclosures and notices required by Law or Employee Plan provisions to be given to participants and beneficiaries in connection with each Employee Plan have been properly and timely furnished in accordance with applicable Law. (f) Other than routine claims for benefits, no Employee Plan is subject to any pending action, investigation, examination, claim (including all schedules thereto; (ivclaims for income taxes, interest, penalties, fines or excise taxes) or any related trust agreementsother proceeding initiated by any Person, insurance contractsand there exists no state of facts which could reasonably be expected to give rise to any such action, insurance policies investigation, examination, claim or other Contracts proceeding. (g) No insurance policy or any other agreement affecting any Employee Plan requires or permits a retroactive increase in contributions, premiums or other payments due thereunder. The level of insurance reserves under each Employee Plan which provides group benefits and contemplates the holding of such reserves is reasonable and sufficient to provide for all incurred but unreported claims. (h) None of the Employee Plans provide for retiree or post-termination benefits or for benefits to retired or terminated employees or to the beneficiaries or dependants of retired or terminated employees, except as required by Law. (i) Subject to the requirements of Laws, no provision of any funding arrangements; (v) Employee Plan or of any notices to agreement, and no act or from the IRS or any office or representative omission of the United States Department Company in any way limits, impairs, modifies or otherwise affects the right of Labor the Company to unilaterally amend or terminate any similar Governmental Authority relating Employee Plan, and no commitments to improve or otherwise amend any material compliance issues Employee Plan have been made. (j) No advance tax rulings have been sought or received in respect of any such Employee Plan. (k) All employee data necessary to administer each Employee Plan during in accordance with its terms and conditions and all Laws is in possession of the past three years. With respect Company and such data is complete, correct, and in a form which is sufficient for the proper administration of each Employee Plan. (l) Each of the Employee Plans intended to each material Employee Plan that be qualified under section 401(a) of the U.S. Tax Code: (i) satisfies the requirements of such Section; (ii) is maintained in any non-pursuant to a prototype document approved by the United States jurisdiction primarily Internal Revenue Service for which a separate determination letter is not required, or has received a favorable determination letter from the benefit of any employee United States Internal Revenue Service regarding such qualified status; (iii) has been amended to the extent required by applicable Laws; and (iv) has not been otherwise amended or operated in a way which would adversely affect such qualified status. (m) None of the Company or any of its Subsidiaries whose principal work location is outside or any of their respective ERISA Affiliates, as applicable, contributes to or has any obligation to contribute to, or has at any time within the last six years contributed to or had an obligation to contribute to, and no Employee Plan is, (i) a “multiemployer plan” within the meaning of Section 3(37) of ERISA or (ii) a plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the United States U.S. Tax Code; or (iii) a multiemployer pension plan. No Employee Plan is funded through a trust that is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the U.S. Tax Code. (n) Each Employee Plan may be unilaterally amended or terminated in its entirety as of the Effective Date without any liability except as to benefits accrued thereunder prior to such amendment. (o) In connection with the consummation of the transaction contemplated by this Agreement, no payments, acceleration of vesting or benefits, or provisions of other rights have or will be made under this Agreement, under any agreement, plan or other program contemplated herein or under the Employee Plans that, in the aggregate, would result in the imposition of the loss of deduction imposed under Section 280G of the U.S. Tax Code (determined without regard to the exceptions contained in Sections 280G(b)(4) and 280G(b)(5) of the U.S. Tax Code) or the excise tax under Section 4999 of the U.S. Tax Code, whether or not some other subsequent action or event would be required to cause such payment, acceleration, or provision to be triggered. (p) No Employee Plan provides retiree medical, retiree life insurance or other retiree fringe benefits to any person, and none of the Company or any of its Subsidiaries or any of their respective Affiliates is contractually or otherwise obligated (whether or not in writing) to provide any person with life insurance or medical benefits upon retirement or termination of employment, other than as required by the provisions of Sections 601 through 608 of ERISA and Section 4980B of the U.S. Tax Code and the regulations promulgated thereunder, or under the applicable employment standards legislation. (q) Each Employee Plan that is a “International Employee Plans”)nonqualified deferred compensation” arrangement under Section 409A of the U.S. Tax Code complies with the requirements of such Section, and no service provider is entitled to a gross-up or similar payment for any Tax or interest that may be due under such Section. (r) No act, omission or transaction of or by the Company or any of its Subsidiaries (or, to the extent applicableCompany’s knowledge, of any other Person) has occurred that would result in imposition on the Company or any of its Subsidiaries, directly or indirectly, of (a) breach of fiduciary duty liability damages under Section 409 of ERISA, (Ab) a summary civil penalty assessed pursuant to Section 502 of such International Employee PlanERISA, (Bc) a Tax imposed pursuant to Chapter 43 of Subtitle D of the most recent annual report U.S. Tax Code or similar compliance documents required (d) any liability for taxes, penalties or retroactive or lost benefits under any applicable legislation. (s) Except as described in the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is subject to be filed any order, settlement or consent decree with any present or former Company Employee, employee representative or other Person, including any Governmental Authority Entity, relating to claims in respect of employment or labor practices and policies (including practices relating to discrimination, wage payments, employment standards, pay equity, privacy, accessibility, occupational health and safety, recordkeeping, employment classification, work permits and immigration). No Governmental Entity has issued a judgment, order, decree or finding with respect to such plan; the labor or employment practices (including practices relating to discrimination, wage payments, employment standards, pay equity, privacy, accessibility, occupational health and safety, recordkeeping, employment classification, work permits and immigration) of the Company or any of its Subsidiaries. (Ct) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement does not and will not (either alone or upon the occurrence of any document comparable additional or subsequent events) i) require the Company or any of its Subsidiaries or any of their ERISA Affiliates to make a larger contribution to, or pay greater compensation, payments or benefits under, any Employee Plan that it otherwise would in the determination letter referenced pursuant to clause (absence of the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement or ii) above issued by a Governmental Authority relating create or give rise to the satisfaction of law necessary to obtain the most favorable Tax treatmentany additional vested rights or service credits under any Employee Plan.

Employee Plans. (a) Section 3.18(a)(i3.11(a) of the Company Disclosure Letter sets forth Schedule lists all "employee benefit plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all other employee benefit plans or other benefit arrangements, including executive compensation, directors' benefit, bonus or other incentive compensation, severance and deferred compensation plans and practices which the Company or any of its subsidiaries maintains, is a trueparty to, contributes to or has any obligation to or liability for (each a "Company Benefit Plan" and collectively, the "Company Benefit Plans"). (b) True, correct and complete listcopies or descriptions of each Company Benefit Plan (and, as where applicable, the most recent summary plan description, actuarial report, determination letter, most recent Form 5500 and trust agreement) have been delivered to AGT for review prior to the date hereof. (c) As of the date of this Agreementhereof, of all material Employee Plans, and except as disclosed on Section 3.18(a)(ii3.11(c) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United StatesSchedule, to the extent applicable, the Company has made available to Parent true, correct and complete copies of (i) the current plan documents and current summary plan descriptionsall material payments required to be made by or under any Company Benefit Plan, any related trusts, or any collective bargaining agreement have been made; (ii) the most recent determination or opinion letter, if any, from the IRS for Company and its subsidiaries have performed all material obligations required to be performed by them under any Employee Plan that is intended to qualify pursuant to Section 401(a) of the CodeCompany Benefit Plan; (iii) the most recent annual report on Form 5500 required to Company Benefit Plans have been filed administered in material compliance with their terms and the IRS for each Employee Planrequirements of ERISA, including all schedules theretothe Code and other applicable laws; (iv) there are no actions, suits, arbitrations or claims (other than routine claims for benefit) pending or, to the knowledge of the Company, threatened with respect to any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangementsA-9 14 Company Benefit Plan; and (v) the Company and its subsidiaries have no liability as a result of any notices "prohibited transaction" (as defined in Section 406 of ERISA and Section 4975 of the Code) for any excise tax or civil penalty. (d) Except as disclosed on Section 3.11(d) of the Company Disclosure Schedule, none of the Company Benefit Plans is subject to or from Title IV of ERISA. (e) Except as set forth on Section 3.11(e) of the IRS Company Disclosure Schedule, the Company and its subsidiaries have not incurred any unsatisfied withdrawal liability with respect to any multiemployer plan as defined in Section 4001(a)(3) of ERISA. (f) Section 3.11(f) of the Company Disclosure Schedule sets forth a list of all "employee pension plans," as defined on Section 3(2) of ERISA, maintained by the Company or any office of its subsidiaries on any trade or representative business (whether or not incorporated) which are under control, or which are treated as a single employer, with the Company under Section 414(b), (c), (m) or (o) of the United States Department of Labor Code (an "ERISA Affiliate"), or to which the Company, its Subsidiaries or any similar Governmental Authority relating ERISA Affiliate contributed or is obligated to any material compliance issues in respect contribute thereunder ("Company Pension Plans"). Except as set forth on Section 3.11(f) of the Company Disclosure Schedule, each of the Pension Plans which is intended to be "qualified" within the meaning of Section 401(a) and 401(k), if applicable, and 501(a) of the Code has been determined by the Internal Revenue Service to be so "qualified" and, to the knowledge of the Company, there is no fact which would adversely affect the qualified status of any such Employee Plan during Company Pension Plan. (g) Except as set forth on Section 3.11(g) of the past three years. With respect to each material Employee Plan that is maintained Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any non-United States jurisdiction primarily for payment becoming due, or increase the benefit amount of compensation due, to any current or former employee of the Company or any of its Subsidiaries whose principal work location is outside subsidiaries; (ii) increase any benefits otherwise payable under any Company Benefit Plan; or (iii) result in the acceleration of the United States time of payment or vesting of any such benefits. (the “International Employee Plans”), h) If and to the extent applicable, (A) a summary no Company Benefit Plan has or has incurred an accumulated funding deficiency within the meaning of such International Employee PlanSection 302 of ERISA or Section 412 of the Code, (B) nor has any waiver of the most recent annual report minimum funding standards of Section 302 of ERISA and Section 412 of the Code been requested of or similar compliance documents required to be filed with any Governmental Authority granted by the IRS with respect to any Company Benefit Plan, nor has any lien in favor of any such plan; plan arisen under Section 412(n) of the Code or Section 302(f) of ERISA. Except as indicated on Schedule 3.11(h) of the Company Disclosure Schedule, no Company Benefit Plan is self funded by the Company. Except as disclosed on Schedule 3.11(h) of the Company Disclosure Schedule, with respect to any insurance policy providing funding for benefits under any Company Benefit Plan, there is no liability of the Company in the nature of a retroactive rate adjustment, loss sharing arrangement, or other actual or contingent liability, and (C) any document comparable there will be no such liability arising wholly or partially out of events occurring prior to the determination letter referenced pursuant to clause (ii) above issued by a Governmental Authority relating to execution of this Agreement, nor would there be any such liability if the satisfaction Company cancelled such policy as of law necessary to obtain the most favorable Tax treatmentdate hereof.

Employee Plans. (a) Section 3.18(a)(i3.17(a) of the Company Disclosure Letter sets forth a truecomplete and accurate list of each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), correct whether or not subject to ERISA, and complete list(ii) employment, as bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, vacation, deferred compensation, consulting, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing and whether or not covering a single individual or group of individuals) sponsored, maintained, contributed to or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of the date Company, any of this Agreementits Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or any of all their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries currently has or could have any material liability (including contingent liability), other than governmentally administered plans and plans mandated by applicable Law (together the “Employee Plans, and Section 3.18(a)(ii) of the Company Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law”). With respect to each material Employee Plan providing benefits to employees whose principal work location other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the United States“International Employee Plans”), to the extent applicable, applicable the Company has made available Made Available to Parent true, correct complete and complete accurate copies of of: (iA) the current plan documents and current summary plan descriptionsthree (3) most recently filed annual reports on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iiB) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to under Section 401(a) of the Code; (iiiC) the most recent annual report on Form 5500 required to have been filed with current plan documents and summary plan descriptions, or a written description of the IRS for each terms of any Employee Plan, including all schedules theretoPlan that is not in writing; (ivD) any related trust agreements, insurance contracts, insurance policies or other Contracts documents of any funding arrangements; and (vE) any notices or other communications to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority DOL relating to any material compliance issues in respect of any such Employee Plan during the past three yearsPlan. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”)Plan, to the extent applicable, the Company has Made Available to Parent complete and accurate copies of (A) a summary of such International Employee Plan, (Bx) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan; plan and (Cy) any document comparable to the determination letter referenced pursuant to under clause (iiB) above issued by a Governmental Authority relating to the satisfaction of law Law necessary to obtain the most favorable Tax tax treatment. (b) No Employee Plan is (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (ii) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA) or (iii) subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA, and neither the Company nor any Subsidiary has ever incurred any liability with respect to a multiemployer plan, multiple employer plan or other employee benefit plan subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA (c) Except as would not reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole, each Employee Plan has been established, maintained, operated and administered in compliance with its terms and with all applicable Law, including the applicable provisions of ERISA and the Code. (d) (i) Each Employee Plan that is subject to Section 409A of the Code has been operated and administered in material compliance with Section 409A of the Code and all applicable IRS guidance promulgated thereunder so as to avoid any Tax, interest or penalty thereunder, (ii) the document or documents that evidence each such plan or arrangement have conformed to the provisions of Section 409A of the Code and the final regulations under Section 409A of the Code since December 31, 2008; and (iii) any Employee Plan in existence prior to January 1, 2005, and not subject to Section 409A of the Code has not been “materially modified” (within the meaning of IRS Notice 2005 1) at any time after October 3, 2004. No Person is entitled to receive any Table of Contents additional payment (including any Tax gross-up payment) from the Company or any of its Subsidiaries as a result of the imposition of additional Taxes under Section 409A of the Code. (e) As of the date hereof, there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan with respect to the administration or operation of such plans, other than routine claims for benefits. (f) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation. (g) No Employee Plan provides health, medical or other welfare benefits to former employees of the Company or its ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar Law. (h) Each Employee Plan that is intended to be “qualified” under Section 401 of the Code has received a favorable determination letter or prototype opinion letter from the IRS as to its qualifications and, to the Knowledge of the Company, no fact or event has occurred since the date of such determination letter or prototype opinion letter that would reasonably be expected to adversely affect the qualified status of any such Employee Plan. (i) Each International Employee Plan (A) that is intended to qualify for special tax treatment has, to the Knowledge of the Company, met all requirements for such tax treatment, (B) does not have material unfunded liabilities or liabilities that could reasonably be imposed upon the assets of the Company or any Subsidiary by reason of such International Employee Plan, (C) is in material compliance with all applicable Laws, and (D) if intended or required to be qualified, approved or registered with a Governmental Authority, is and has been to the Knowledge of the Company so qualified, approved or registered and nothing has occurred that could reasonably be expected to result in the loss of such qualification, approval or registration, as applicable. (j) Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in connection with any other event (A) result in any severance or payment or benefit becoming due or payable, or required to be provided, to any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, (B) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such current or former director, officer, employee or independent contractor, or (C) result in the acceleration of the time of payment, vesting or funding (through a grantor trust or otherwise) of any such benefit or compensation, or (D) limit or restrict the right of the Company or any Subsidiary of the Company to merge, amend or terminate any Employee Plan. (k) Except as would not reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole, all contributions, premiums and other payments required to be made with respect to any Employee Plan have been timely made, accrued or reserved for. (l) Except as required by applicable Law or the terms of any Employee Plans as in effect on the date hereof, neither the Company nor any of its Subsidiaries has any plan or commitment to amend in any material respect or establish any new Employee Plan or to continue or materially increase any benefits under any Employee Plan. Table of Contents (m) No amount paid or payable by the Company or any Subsidiary of the Company in connection with the Merger or any of the transactions contemplated hereby (either alone or in combination with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. No Person is entitled to receive any additional payment (including any Tax gross-up payment) from the Company or any of its Subsidiaries as a result of the imposition of additional Taxes under Section 4999 of the Code.