Common use of Labor and Employment Matters Clause in Contracts

Labor and Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company. (c) The Company is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) of the The Company Disclosure Schedule sets forth has Made Available to Parent a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 20212023; (viii) accrued paid time off as of December 31, 20212022; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due earned, due, and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would is not be permitted by Law). (b) The Company is not, nor and has not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge Knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge Knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company. (c) The Company is and has been in compliance compliance, since June 5, 2020, in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is does not liable have any liability for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Since June 5, 2020, the Company does has not have had any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any has no material liability since June 5, 2020 relating to the misclassification of any Person as an independent contractor rather than an employee. There Since June 5, 2020, there have been no misclassification claims filed or threatened in writing against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four three (43) years, there is no and there have not been any pending or threatened Actions, or, to the Knowledge of the Company’s knowledge, any Actions threatened Actionsin writing, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four three (43) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company There has complied and is in compliance in all material respects with, has not materially violatedbeen, and is not in material violation ofas currently contemplated as of the date of this Agreement, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect towill be, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month six (6)-month period prior to Closing that would reasonably trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (fe) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth has Made Available to Parent for each such person (i) a brief description of the services they perform, if not otherwise set forth in their role in the business of underlying agreements with the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (gf) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (the “IIRIRA”). (hg) The Since June 5, 2020, the Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or managerial level employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) of the The Company Disclosure Schedule sets forth a has maintained true, correct and complete list records of all employees of the Company and each Company Subsidiary as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, hereof that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) his or (viii), which shall be as of the dates specified therein): her: (i) title or position (including whether full or part time); (ii) work locationlocation and employing entity; (iii) employing entityhire date (and employment commencement date, if different to the hire date); (iv) hire dateexemption treatment by the Company under applicable wage and hour Laws; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate salary (or, for hourly employees, the applicable hourly compensation rate); (viivi) target cash commission, bonus or other cash-based incentive based compensation target for 2021(including profit sharing or equity entitlements (e.g., shares, share options, or rights related to shares)); (viiivii) accrued paid time off as (including annual leave, long service leave and personal leave entitlements); (viii) details of December 31any applicable industrial instrument coverage; (ix) details of any employees who are currently receiving or are due to receive workers’ compensation payments; (x) full details of all employees’ termination entitlements, 2021including notice, severance/redundancy entitlements and any other benefits payable or which vest upon termination; and (ixxi) anticipated return to work date if employee is on the extent applicable, details of employment with the Company or a leave Company Subsidiary as a result of absencethe transmission of business from a previous employer to the Company or a Company Subsidiary. The Company has also provided SPAC with a true, correct and complete list of all individuals providing services to the Company or a Company Subsidiary (either directly or through an entity that they own or control) in the capacity of an independent contractor or consultant. The individuals referenced in the previous two sentences represent the entirety of the individuals necessary to manage and operate the business of the Company and the Company Subsidiaries as currently managed and operated in all material respects, and the Company has further provided SPAC with true, correct and complete details of all incentive schemes (whether set out earlier at Section 4.12(a)(vi) or otherwise) which are applicable to these individuals. (b) Neither the Company nor any Company Subsidiary: (i) employs, or has ever employed, any employees in the United States; or (ii) engages, or has ever engaged, any individuals as independent contractors or consultants to provide services to the Company or any Company Subsidiary in the United States. (c) As of the date hereofof this Agreement, all compensation, including wageswages and salaries, commissions commissions, fees and bonuses and any severancetermination indemnities, due and payable required to all be paid to or accrued with respect to current and former employees employees, independent contractors and consultants, and directors and officers of the Company for services performed on or prior to the date hereof and any Company Subsidiary, have been paid or accrued as required by applicable law in full all material respects. (d) The Company has provided SPAC with true and complete copies of: (i) all employment contracts or are accrued in full in the Company’s financial statements). All employees other terms of service applicable to executive, managerial, or other key employees, of the Company are or a Company Subsidiary; and (ii) all standard forms of employment contracts used by the Company and the Company Subsidiaries. To the knowledge of the Company, each employee is (i) employed atexclusively by the Company or a Company Subsidiary, and (ii) not under any confidentiality or other post-will (other than any jurisdiction where at-will employment restraint to a previous employer which would not be permitted by Law)restrict that employee from fully performing their obligations to the Company or a company Subsidiary, or which would cause the Company or a Company Subsidiary to infringe the rights of that previous employer. (be) Other than as set forth on Section 4.12(e) of the Company Disclosure Schedule, no employee is entitled to any retention payment, bonus or other payment or the vesting of any other benefit which is triggered by the execution or completion of this Agreement. (f) The Company is and each Subsidiary Company have materially complied with all labor and employment Laws in relation to any person currently or formerly engaged as an independent contractor, including laws relating to Tax, superannuation and workers compensation. (g) There are no, and since January 1, 2020, have been no, material Actions pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary by any of its current or former employees, contractors, consultants or any other individuals who have provided services to the Company or any Company Subsidiary. (h) (i) The Company and the Company Subsidiaries are not, nor has have they been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement agreement, collective agreement, or other contract Contract or industrial agreement with a labor union, works council council, trade union, labor organization, or labor organization other employee representative applicable to persons employed by the CompanyCompany or any Company Subsidiary, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, ; (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no material unfair labor practice complaints pending against the Company or any Company Subsidiary before the National Labor Relations Board or similar state or foreign any Governmental Authority, including any labor relations agency; and (iviii) there since January 1, 2020, neither the Company nor any Company Subsidiary has never beenbeen affected by or, nor, to the knowledge of the Company, has there ever been received any threat of of, any strike, slowdown, work stoppage, lockout, picketing, concerted refusal to work overtime or other similar labor disruption or industrial dispute with respect to the Company or a Company Subsidiary, and to the knowledge of the Company, there are no matters which would give rise to any such dispute. (ci) The There are no industrial awards and agreements (including unregistered agreements) which apply to employees of the Company or any Company Subsidiary. (j) Except as would not reasonably be expected to be material to the Company and Company Subsidiaries as a whole, the Company and each Company Subsidiary is and has been been, since January 1, 2020, in compliance in all material respects with all applicable Laws and contracts Contracts relating to labor labor, and employment, including all such Laws and Contracts relating to employment practices, industrial instruments and awards, immigration, employment discrimination, harassment and retaliation, terms and conditions of employment, including individual contracts of employment with their employees, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws)Laws including in respect of redundancy, immigration, recordkeeping, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, all other employee leaves (including the accrual of annual leave, personal leave and long service leave in accordance with the Fair Work Ac▇ ▇▇▇▇ (Cth), any applicable industrial instruments (including but not limited to modern awards, individual flexibility agreements and enterprise agreements) and otherwise as required by law), employee notices, working time, redundancy pay, pre-termination notices, data privacy, occupational safety and health requirements (including any federal, state state, local or local foreign Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is Authority. Except as would not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any result in material liability for the misclassification Company, (i) all current and former employees of any current the Company and each Company Subsidiary are and have been properly classified as exempt or former employee as non-exempt under the Fair Labor Standards Act and applicable state and foreign wage and hour Laws; and (ii) all current and former independent contractors, consultants and temporary workers of the Company and each Company Subsidiary are and have been properly classified under applicable Law. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There Since January 1, 2020, there have been no misclassification claims filed or or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently . (k) There are no, and during the past four (4) yearssince January 1, there is no and there 2020, have not been any no, material investigations, notices, prosecutions or fines pending or threatened Actions, or, to the knowledge of the Company’s knowledge, any threatened Actions, involving the Company with respect to or against the Company or any Company Subsidiary: (i) relating to compliance with labor or employment matters, laws (including any claims relating to unfair labor practices, discrimination, harassment, retaliation, industrial instruments); or equal pay. The Company has not, (ii) under workplace health and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matterssafety laws. (dl) (i) The Company has complied and is in compliance in all material respects withAs of the date of this Agreement no executive, has not materially violatedmanagerial, and is not in material violation ofor other key employee, and has not received any notices nor group of material non-compliance or violation or alleged material non-compliance or violation with respect toemployees, any Law relating or pertaining to COVID-19; and (ii) of the Company or a Company Subsidiary has taken reasonable steps provided or been given notice of an intent not to minimize potential workplace exposure in light of COVID-19. (e) continue his or her employment with the Company or a Company Subsidiary. There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (fm) With Each employee is a member of a superannuation fund and neither the Company nor any Company Subsidiary contributes (in respect to each current independent contractor of the Companyemployees) to any other superannuation fund, Section 4.11(fscheme or other arrangement providing superannuation, retirement, death, disability or similar benefits. Except for any superannuation obligations under the Superannuation Guarantee (Administration) Ac▇ ▇▇▇▇ (Cth) (“SGA Act”), neither the Company nor any Company Subsidiary is under any present legal liability or voluntary commitment (whether or not legally binding) to pay any of its employees any pension, superannuation, retirement or similar benefit. The obligations of the Company and each Company Subsidiary in respect of such superannuation funds satisfy the terms of all agreements, arrangements, understandings and awards relating to the employment of their employees. (n) Neither the Company nor any Company Subsidiary contributes, or is required to contribute, in respect of its employees to a superannuation fund which provides a defined benefit. (o) Other than as provided for in the Financial Statements, neither the Company nor any Company Subsidiary has any liability to pay any amount by way of superannuation guarantee charge pursuant to the SGA Act, or any other amount by reason of the application of the SGA Act, in respect of any of the employees or any other ‘employee’ (as defined in the SGA Act) of the Company Disclosure Schedule sets forth or any Company Subsidiary for each such person any ‘quarter’ (i) their role as defined in the business SGA Act) up to the date of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee Closing. The Company and each Company Subsidiary have complied, or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to will comply with the Immigration Reform and Control Act of 1986with, and has otherwise complied with such Lawsdischarged all of, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee their obligations in respect of the Companyemployees under Part 3A of the SGA Act up to Closing.

Labor and Employment Matters. (a) Section 4.11(aSchedule 4.12(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company and any Company Subsidiary as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that and sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): : (i) title or position (including whether full or part time); (ii) work location; (iii) location and employing entity; (iviii) hire date; (viv) status as exempt or non-exempt from exemption treatment by the Company under applicable wage and hour requirementsLaws; (viv) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (viivi) target cash commission, transaction bonus, retention bonus, other bonus or other cash-based incentive based compensation target for 2021compensation; (vii) average weekly work hours, and (viii) accrued paid time off off. All employees of the Company have acknowledged their status as employees at will. Except as set forth on Schedule 4.12(a) of December 31the Company Disclosure Schedule, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As as of the date hereof, all compensation, including wages, commissions and bonuses and any severancetermination indemnities, due and payable to all current and former employees of the Company and any Company Subsidiary for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (bi) The There are no Actions pending or, to the knowledge of the Company, threatened against the Company is notor any Company Subsidiary by any of their respective current or former employees or other service providers, which Actions would be material to the Company and the Company Subsidiaries, taken as a whole; (ii) neither the Company nor any Company Subsidiary is, nor has been have the Company or any Company Subsidiary been, for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the CompanyCompany or any Company Subsidiary, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints threatened or pending against the Company or any Company Subsidiary before the National Labor Relations Board or similar state or foreign labor relations agency; and (iv) there has never beenis not now, nor, to the knowledge of the Company, has there ever been been, in the past five (5) years, any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the CompanyCompany or any Company Subsidiary. (c) The Company is and has the Company Subsidiaries are and, for the past four (4) years, have been in material compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, termination and discharge, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended amended, and any similar state, local or foreign Law (collectively, the “WARN Act”), or any similar state or local Laws), reasonable accommodation, disability rights or benefits, immigration, hiring, meal and rest breaks, overtime, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the proper classification of employees and independent contractors and other individual service providers, whistleblower protectionworkers’ compensation, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not Authority. Neither the Company or any Company Subsidiary are liable in any material amount for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoingforegoing Laws. The Company does not and each of the Company Subsidiaries are in material compliance with the requirements of the Immigration Reform Control Act of 1986. All current and former employees of the Company and the Company Subsidiaries, as applicable, have any material liability for the misclassification of any current at all times been properly classified as exempt or former employee as non-exempt under the Fair Labor Standards Act and applicable state wage and hour Laws, and all current and former independent contractors and temporary workers of the Company or the Company Subsidiaries, as applicable, have been properly classified and treated as such. The Company does Except as would not have any be material liability relating to the misclassification of any Person Company and the Company Subsidiaries taken as an independent contractor rather than an employee. There a whole, there have been no misclassification claims filed or or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is each Company Subsidiary have complied, and are in compliance in all material respects with, has have not materially violated, and is are not in material violation of, and has have not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has and each Company Subsidiary have taken reasonable steps to minimize potential workplace exposure in light of COVID-19, and the Company has delivered to GigCapital5 accurate and complete copies of all Company policies implemented in relation to COVID-19. (e) There Except as set forth on Schedule 4.12(e) of the Company Disclosure Schedule, there has been and will be (i) no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company or any Company Subsidiary under the WARN Act and (ii) no termination of employment (including by resignation or similar state, local or foreign Lawsotherwise) of any key employees in the six-month period prior to Closing. (f) With respect to each current independent contractor of the Company, Section 4.11(f) No officer of the Company Disclosure Schedule sets forth for each such person (i) their role in or the business Company Subsidiaries has given written notice to the Company or the Company Subsidiaries as of the Company; (ii) the initial date they were retained of this Agreement that such employee intends to perform services; (iii) the primary location from which services are performed; (iv) their fee terminate his or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagementher employment. (g) Except as would not result in material liabilityIn the past five (5) years, there have been no allegations of sexual harassment or misconduct involving any current or former director, officer, employee or independent contractor of the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986or any Company Subsidiary, and neither the Company nor any Company Subsidiary has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract any settlement agreements related to settle any claims allegations of sexual harassment or sexual misconduct by any current or former director, officer, director employee or employee independent contractor of the CompanyCompany or any Company Subsidiary. (h) Schedule 4.12(h) of the Company Disclosure Schedule sets forth, as of the date hereof, a true, correct and complete anonymized list using Company identification instead of names of all of the independent contractors, consultants, temporary employees, leased employees and other agents employed or used by the Company or any Company Subsidiary and classified by the Company or any Company Subsidiary as other than employees, or compensated other than through wages paid by the Company or any subsidiary through such entity’s payroll department (each, a “Contingent Worker”) of the Company and each Company Subsidiary and for each, (a) such individual’s compensation arrangement (including whether paid on an hourly or project basis), (b) such individual’s initial date of engagement, (c) a description of services provided, (d) identification of the staffing company or agency through which they are engaged (if applicable), (e) location where services are provided, (f) average hours worked per week, or alternatively, the total hours worked by such Contingent Worker, and (g) whether engaged as an individual or through an entity. As of the date hereof, all compensation payable to all Contingent Workers of the Company and its Company Subsidiaries for services performed on or before the date of this Agreement has been paid in full and there are no outstanding agreements, understandings, or commitments of the Company regarding any compensation.

Labor and Employment Matters. (a) Section 4.11(a4.15(a) of the Company Disclosure Schedule Schedule: (i) sets forth a true, correct true and complete list of all employees of the Company Employees as of the date hereofExecution Date, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; identifies the Acquired Company by whom each such Employee is employed, and (iii) employing entity; (iv) hire date; (v) status as exempt states each such Employee’s current rate of pay, 2006 bonus, current accrued leave, and other compensation paid or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)2007. (b) The Company is not, nor has been for the past five (5Section 4.15(b) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, Company Disclosure Schedule: (i) are there any activities or proceedings sets forth a true and complete list of any labor union to organize any such employeesall Contractors engaged as of the Execution Date, (ii) identifies the Acquired Company does not have by whom each such Contractor is engaged, (iii) states each such Contractor’s current rate of pay, and (iv) provides a duty brief description of the services provided by such Contractor and, if such Contractor is primarily assigned to bargain with provide services to particular Customer(s) of the Business, the name(s) of such Customer(s). (c) There is/are no: (i) collective bargaining agreements to which any such union Acquired Company is a party or organization otherwise bound; (ii) labor unions representing any employees of any Acquired Company; (iii) to the Company’s Knowledge, overt organizational efforts with respect to wages, hours the formation of a collective bargaining unit presently being made or other terms and conditions of employment threatened by employees of any of their employees; Acquired Company; (iiiiv) there are no unfair labor practice complaints against any Acquired Company pending against the Company before the National Labor Relations Board or similar state other applicable regulatory agency; (v) labor disputes currently subject to any grievance procedure, arbitration or foreign agency; and litigation with respect to any employee of any Acquired Company; (ivvi) there has never been, norpending or, to the knowledge of the Company’s Knowledge, has there ever been any threat of any threatened strike, slowdown, work stoppage, lockout, concerted refusal to work overtime lockout or other similar collective labor disruption action or dispute by or with respect to the any employees of any Acquired Company.; (cvii) The Company is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledgeKnowledge, threatened claim, audit, litigation, government investigation, administrative proceeding or arbitration against any threatened ActionsAcquired Company involving any matter related to employment including, involving but not limited to, claims of discrimination, claims of unpaid wages, claims of violations of the Company with respect to labor or employment mattersFamily and Medical Leave Act, including any claims relating to of wrongful discharge, claims of unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has notworkers’ compensation claims, and within the last four claims related to occupational safety and health law; or (4viii) years has not beenwritten personnel policy, subject rule or procedure applicable to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect employees of any labor or employment mattersAcquired Company, except as set forth in Section 4.15(c) of the Company Disclosure Schedule. (d) (i) The Each Acquired Company has complied at all times properly classified its employees as employees and is in compliance in its independent contractors as independent contractors, as applicable. Each Acquired Company has at all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material times properly classified its employees as exempt or non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) exempt for purposes of the Fair Labor Standards Act. Each Acquired Company has taken reasonable steps to minimize potential workplace exposure in light at all times for each of COVID-19its employees properly withheld and paid all applicable taxes and all other withholdings required by law. (e) There has been and will be no layoffAll employment terminations effectuated by any Acquired Company including, plant closingbut not limited to, terminationlayoffs, redundancy were effectuated in material compliance with all laws, statutes, regulations or any other forms of ordinances governing employment losses in or separation from employment including, but not limited to, the six-month period prior to Closing that would trigger the obligations Age Discrimination In Employment Act (29 U.S.C. §§ 626 et seq., “ADEA”), Title VII of the Company under the WARN Act or similar state, local or foreign LawsCivil Rights Acts of 1964 and 1991 as amended (42 U.S.C. §§ 2000e et seq. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability), the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Consolidated Omnibus Budget Reconciliation Act of 19861985 (29 U.S.C. §§ 1161 et seq.), and has otherwise complied with such Lawsthe Americans With Disabilities Act (42 U.S.C. §§ 12101 et seq.), including (without limitation) the Immigration Rehabilitation Act of 1990 1973 (29 U.S.C. §§ 701 et seq.), the Family and Medical Leave Act (29 U.S.C. §§ 2601 et seq.), the Fair Labor Standards Act (29 U.S.C. §§ 201 et seq.), ERISA and the Illegal Immigration Reform Worker Adjustment and Immigrant Responsibility Act of 1996 (IIRIRA)Retraining Act, Public Law 100-379, to the extent applicable. (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a3.12(a) of the Company Disclosure Schedule Schedules sets forth a true, correct and complete list of all employees of the Company and each Company Subsidiary as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 20212023; (viii) accrued paid time off as of December 31, 20212022; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company and each Company Subsidiary for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company and each Company Subsidiary are employed at-will (other than any jurisdiction where at-will employment would is not be permitted by Law). (b) The Neither the Company is notnor any Company Subsidiary is, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the CompanyCompany or any Company Subsidiary, nor, to the knowledge Knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) neither the Company does not have nor any Company Subsidiary has a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company or any Company Subsidiary before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge Knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the CompanyCompany or any Company Subsidiary. (c) The Company and each Company Subsidiary is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Neither the Company does not have nor any Company Subsidiary has any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Neither the Company does not have nor any Company Subsidiary has any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company or any Company Subsidiary by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Knowledge of the Company’s knowledge, any threatened Actions, involving the Company or any Company Subsidiary with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Neither the Company has notnor any Company Subsidiary has, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company and each Company Subsidiary has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company and each Company Subsidiary has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been been, and as currently contemplated as of the date of this Agreement, will be be, no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company or any Company Subsidiary under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the CompanyCompany or any Company Subsidiary, Section 4.11(f3.12(f) of the Company Disclosure Schedule Schedules sets forth for each such person (i) their role in the business of the CompanyCompany or such Company Subsidiary; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, neither the Company nor any Company Subsidiary has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Neither Company nor any Company Subsidiary has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the CompanyCompany or any Company Subsidiary.

Labor and Employment Matters. (a) Section 4.11(a) of To the extent permitted to be disclosed pursuant to applicable Law, the Company Disclosure Schedule sets forth has furnished or made available to SPAC a true, correct true and complete list of all employees of the Company and any Company Subsidiary as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that and sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): : (i) name; (ii) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (viiv) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (viiv) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021compensation; and (ixvi) anticipated return a description of any fringe benefits provided to work each such individual as of the date if employee is hereof that cost $1,000 or more annually and are not provided to similarly situated employees. (b) Except as set forth on a leave Section 4.11(b) of absence. As the Company Disclosure Schedule, as of the date hereof, all compensation, including wageswages (including overtime, commissions night work or work on holidays/Sundays), commissions, bonuses, legal and bonuses extralegal-benefits and any severancefringe benefits (prestaciones sociales), due and payable to all current and former employees of the Company and any Company Subsidiary for services performed due and payable before or on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (bi) The There are no Actions pending or, to the knowledge of the Company, threatened against the Company is notor any Company Subsidiary by any of their respective current or former employees or by labor/employment authorities including social security entities, which Actions would be material to the Company and the Company Subsidiaries, taken as a whole; (ii) neither the Company nor any Company Subsidiary is, nor has have been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement (convención colectiva), collective agreement (pacto colectivo) or arbitral award or other contract with a union, works council or labor organization union applicable to persons employed by the CompanyCompany or any Company Subsidiary, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) neither the Company nor any Company Subsidiary has materially breached or otherwise failed to comply with any provision of any such agreement or contract, and there are no grievances outstanding against the Company or any Company Subsidiary under any such agreement or contract; (iv) there are no unfair labor practice complaints pending against the Company or any Company Subsidiary before the National Labor Relations Board or any Governmental Authority with similar state functions in any other jurisdiction or foreign agencyany current union representation questions involving employees of the Company or any Company Subsidiary; and (ivv) there is not currently and has never beennot been within the past five (5) years, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar material labor disruption or dispute affecting, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the CompanyCompany or any Company Subsidiary. Except as set forth in the contracts for employment and consulting services set forth in Section 4.10(a), all employees of the Company and the Company Subsidiaries are employed on an at-will basis. (cd) The Except as would not be material to the Company is and has the Company Subsidiaries, taken as a whole, the Company and the Company Subsidiaries are and have been in compliance in all material respects with all employment agreements, contractual obligations and applicable Laws and contracts relating to labor and employment, including Laws relating to the employment, employment practices, employment discrimination, harassment and retaliationlabor intermediation (intermediación laboral), terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”)amended, or any similar state or local Laws), immigration, permits, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational risks and occupational safety and health requirements (requirements, including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws those related to wages, hours, collective bargaining and (convención colectiva), collective agreements (pacto colectivo), arbitral decisions, the payment of social security contributions and payroll taxes, withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority under applicable Law or contractual obligations, and is since July 20, 2017 have withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Company or any Company Subsidiary under applicable Law and are not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any Subsidiaries have paid in full to all current and former employees or former employeesadequately accrued for in accordance with GAAP, independent contractors all wages, salaries, commissions, bonuses, legal and extra-legal benefits, fringe benefits (prestaciones sociales) paid leaves, indemnification payments, surcharges for overtime, night work or temporary workers work on holidays/Sundays, and other compensation due to or by any Governmental Authority. Currently on behalf of Company or Company Subsidiary employees under applicable Law and during the past four (4) years, there is no and there have not claim with respect to payment of wages, salary, social security contributions or overtime pay that has been asserted in writing since July 20, 2017, or is now pending or, to the knowledge of the Company, threatened in writing before any pending Governmental Authority with respect to any persons currently or threatened Actionsformerly employed by the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices. There is no Action with respect to a violation of any occupational safety or health standards that has been asserted in writing since July 20, 2017, or is now pending, or, to the knowledge of the Company’s knowledge, any threatened Actions, involving the Company in writing with respect to labor the Company. There is no charge of discrimination in employment or employment matterspractices, for any reason, including any claims relating age, gender, race, religion or other legally protected category, which has been asserted since July 20, 2017 or is now pending or, to unfair labor practicesthe knowledge of the Company, discrimination, harassment, retaliationthreatened in writing before the United States Equal Employment Opportunity Commission, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any other Governmental Authority in any jurisdiction in which the Company or private settlement contract in respect of any labor Company Subsidiary has employed or employment mattersemploy any person. (de) (i) The Except as would not be material to the Company and the Company Subsidiaries, taken as a whole, each natural person who is or has complied and is been rendering services through temporary service companies and/or outsourcing companies and/or profit or non-profit entities to the Company or the Company Subsidiaries has, at all times, been accurately classified in compliance in all material respects withwith applicable Laws by the Company and the Company Subsidiaries, has not materially violatedas the case may be, and is not in material violation of, and has not received any notices of material with respect to such services as an employee or a non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19employee. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a‎Section 7.11(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that and sets forth for each such individual by first and last name the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): : (i) title or position (including whether full or part time); (ii) work locationhire date and service date (if different); (iii) employing entitycurrent annualized base salary or (if paid on an hourly basis) hourly rate of pay; (iv) hire datecommission, bonus or other incentive based compensation; (v) status whether the employee is classified as exempt or non-exempt from wage exempt; and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absencelocation. As of the date hereof, all compensation, including wages, commissions and bonuses and any severancebonuses, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements)) in all material respects. All employees Except as set forth in ‎Section 7.11(a) of the Company are Disclosure Schedule, (i) each Company Employee is employed at“at will” and (ii) the Company has no obligation or Liability (whether or not contingent) with respect to severance payments to any such employees under the terms of any written or, to the Company’s Knowledge, oral agreement. Except as set forth in ‎Section 7.11(a) of the Company Disclosure Schedule, each Company employee has entered into the Company’s standard form of employee non-will (other than any jurisdiction where atcompete, non-will employment would not be permitted by Law)solicit, confidentiality and inventions agreement with the Company, a copy of which has been made available to Ackrell in the Virtual Data Room. (b) The ‎Section 7.11(b) of the Company Disclosure Schedule sets forth a true, correct and complete list of all individual independent contractors (including consultants) currently engaged by the Company, along with the each such contractor’s date of retention and rate of remuneration. Except as set forth on ‎Section 7.11(b) of the Company Disclosure Schedule, all of such independent contractors are a party to a written Contract with the Company. (i) There are no Actions pending or, to the knowledge of the Company, threatened against the Company by any of their respective current or former employees, a Person alleging to be a current or former employee or any Governmental Authority, relating to any alleged violation of Law or regulation, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship; (ii) the Company is not, nor has the Company been for the past five (5) yearssince December 31, 2016, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons Persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agencyBoard; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the Company. (cd) The Company is is, and has been since December 31, 2016, in material compliance in all material respects with all applicable Laws and contracts relating to labor and the employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), 1988 or any similar state or local Laws), immigration, employee classification, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, and occupational safety and health requirements (including any federalrequirements, state or local Laws payment of wages and orders by Governmental Authorities related to COVID-19), and all Laws related to overtime wages, hourshours of work, employee scheduling, employee terminations and collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any material arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have foregoing nor is liable for any material liability payment to any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently consultants (other than routine payments to be made in the ordinary course of business and during the consistent with past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19practice). (e) There has been and will Except as would not be no layoffmaterial, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in all individuals who perform or have performed services for the business Company have been properly classified under applicable Law (A) as employees or individual independent contractors and (B) for employees, as an “exempt” employee or a “non-exempt” employee (within the meaning of the Company; FLSA and state Law), (ii) the initial date they were retained to perform services; no such individual has been improperly included or excluded from any Plan, and (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all no notice of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with any pending or threatened inquiry or audit from any Governmental Authority concerning any such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)classifications. (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(aSchedule 3.11(a) of the Company Disclosure Schedule sets forth a true, complete and correct and complete list of all employees of the Company and each of its subsidiaries as of the date hereofof this Agreement, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that and sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): : (i) name; (ii) employing entity; (iii) location; (iv) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (ivv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); and (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viiicompensation. Except as set forth on Schedule 3.11(a) accrued paid time off of the Company Disclosure Schedule, as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereofof this Agreement, all compensation, including wages, commissions and bonuses and any severancebonuses, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof of this Agreement have been paid in full (or are accrued in full in the Company’s consolidated financial statements). All employees statements of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Lawand its subsidiaries). (b) Schedule 3.11(b) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true, complete and correct list of all individuals who perform services for the Company or any of its subsidiaries as (i) an independent contractor, (ii) a leased employee, or (iii) an unpaid intern, including for each such individual, his or her name, contracting entity, location, the services he or she performs, his or her rate of compensation and any bonus entitlement. (c) ▇▇▇▇▇ is the only employee of the Company and there is no other employee in the Company. The employment of ▇▇▇▇▇ is in accordance with the employment regulations applicable in SHAMS. (d) The Company has, in relation to its employee and former officers, employees and workers (i) materially complied with its statutory and contractual obligations (ii) maintained complete, adequate, up to date and accurate records, and (iii) conducted adequate immigration checks. (e) All employees of the Company have the legal right to work in the United Arab Emirates. (f) The employment of each employee of the Company is notterminable at the will of the Company or applicable subsidiary and upon termination of the employment of any such employees, no severance or other payments will become due. Each former employee whose employment was terminated by the Company or applicable subsidiary has entered into an agreement with the Company or applicable subsidiary providing for the full release of any claims against the Company or applicable subsidiary or any related party arising out of such employment. The employment of employees of the subsidiary in India, if terminated with prior notice as per notice provisions, is terminable without any severance benefits (for the avoidance of doubt, save and except applicable statutory dues that become payable on any determination of employment by either party such as gratuity) becoming due. (g) To the knowledge of the Company, no officer or executive of the Company or any of its subsidiaries intends to terminate employment with the Company or any of its subsidiaries or is otherwise likely to become unavailable to continue as an officer or executive of the Company or any of its subsidiaries, nor has does the Company or any of its subsidiaries have a present intention to terminate the employment of any of the foregoing. (i) There are no material Actions pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries by any of its or their current or former employees, which Actions would be material to the Company or applicable subsidiary; (ii) neither the Company nor any Company subsidiary is, and neither the Company nor its subsidiaries have been for the past five (5) yearssince December 31, 2018, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the CompanyCompany or any of its subsidiaries, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company or any of its subsidiaries before the National Labor Relations Board or similar state or foreign agencyBoard; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the CompanyCompany or any of its subsidiaries. (ci) The Each of the Company and its subsidiaries is and has been in compliance in all material respects with all applicable Laws and contracts applicable COVID-19 Measures relating to labor and employmentthe employment of labor, including Laws those relating to employment practiceswages, employment hours, immigration, discrimination, harassment and retaliationlabor relations, terms and conditions layoffs or plant closings, furloughs, collective bargaining, proper classification of employment, mass layoffs and plant closings all persons who performed services on behalf of the Company or any of its subsidiaries for all purposes (including for Tax purposes, for purposes of determining eligibility to participate in any plan and for purposes of the Fair Labor Standards Act), the maintenance and handling of personnel records, occupational health and safety, sick time and leave, disability, privacy and the payment and withholding of Taxes, and have withheld and paid to the appropriate Governmental Authority, or are holding for payment not yet due to such authority, all amounts required by Law or agreement to be withheld from the wages or salaries of the employees of the Company or any of its subsidiaries. All of the individual persons who have performed services for or on behalf of the Company or any of its subsidiaries are and have been authorized to work for the Company or applicable subsidiary in accordance with all applicable Laws. (j) Neither the Company nor any of its subsidiaries has ever effectuated a “mass layoff” or “plant closing” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state comparable group layoff or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing action that would trigger the obligations of the Company notice or liability under the WARN Act or similar any state, local or foreign Lawsplant closing notice Law, affecting in whole or in part any facility, site of employment, operating unit or employee of the Company or any of its subsidiaries. No employee of the Company or any of its subsidiaries has suffered an “employment loss” (as defined in the WARN Act) during the ninety (90) day period ending on the date of this Agreement. (fk) Except as has been mandated by Governmental Authority, as of the date of this Agreement, neither the Company nor any of its subsidiaries has had, any direct workforce changes due to COVID-19 or applicable COVID-19 Measures, including any actual terminations, layoffs, furloughs, shutdowns (whether voluntary or by order of a Governmental Authority), or any changes to benefit or compensation programs, nor are any such changes currently contemplated. (l) With respect to each current independent contractor of the Company, Section 4.11(f) subsidiary of the Company Disclosure Schedule sets forth for each such person in India, all requisite registrations and permissions have been taken, all contributions have been duly deposited, all requisite returns and filings have been made and are being made in a timely manner and all registers are being maintained with respect to all applicable Indian laws including but not limited to Payment of ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; Employees ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇; Employees State Insurance Act, 1948; Contract Labour (iRegulation and Abolition) their role in the business Act, 1970; Employees Provident Fund and Miscellaneous Provisions Act, 1952; Equal ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇; Payment of the CompanyWages ▇▇▇, ▇▇▇▇, Payment of ▇▇▇▇▇ ▇▇▇, ▇▇▇▇; Maternity Benefit Act, 1961; Sexual Harassment of Women at Workplace (iiPrevention, Prohibition and ▇▇▇▇▇▇▇▇▇) the initial date they were retained to perform services▇▇▇, ▇▇▇▇; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agencyMinimum Wages Act, 1948; and (vi) any notice required for termination of their engagementIndustrial ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ etc. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a3.17(a) of the Company Disclosure Schedule sets forth contains a true, correct complete and complete accurate list of all employees of the Employees of the Company as of the date hereofGroup (including without limitation part-time Employees and temporary Employees), including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth describing for each such individual the followingEmployee his/her name or employee identification number, in each casejob position or title, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as overtime exempt or non-exempt from status for wage and hour requirements; (vi) current annual purposes, base compensation rate (or, for hourly overtime exempt employees, the applicable annual base salary rate; for overtime nonexempt employees, base hourly compensation wage rate); , Bonus Opportunities (viias defined in Section 6.5(a)), the frequency of payment for such Bonus Opportunities (e.g., monthly, quarterly, semi-annually, annually), date of hire, primary location of employment (state and city), and the total amount of bonus, severance and other amounts to be paid at the Closing or otherwise in connection with the Transactions. Section 3.17(a) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company Disclosure Schedule contains a complete and accurate list of all of the independent contractors of the Company Group, showing for each independent contractor his/her or its corporate or personal name, initial date retained by the Company or the applicable Subsidiary to perform services, primary location from which services are performed (state and city), and base fee or compensation rate. (b) Except as set forth in Section 3.17(b) of the Company Disclosure Schedule, (i) no member of the Company Group is delinquent in payments to any Employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed on or by them prior to the date hereof have been paid in full or amounts required to be reimbursed to such Employees, (or are accrued in full in the Company’s financial statements). All employees ii) each member of the Company Group has ensured that timekeeping records for all hours worked by Employees that are employed atnon-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is notexempt, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed as defined by the CompanyFair Labor Standards Act, norare accurate and properly retained as required by applicable Laws, (iii) to the knowledge Knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization is in compliance in all material respects with respect to wages, hours or other terms and conditions of employment the classification of any Persons under any wage and hour laws, including any classifications of their independent contractors rather than employees; (iii) there are , and no unfair labor practice complaints pending against member of the Company before the National Labor Relations Board or similar state or foreign agency; Group has any liability with respect to such classifications, and (iv) there each member of the Company Group is, and since the Reference Date has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company. (c) The Company is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and respecting labor, employment, including Laws relating to fair employment practices, employment discriminationwork place safety and health, harassment and retaliation, terms and conditions of employment. (c) Since the Reference Date, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There i) there have been no misclassification claims filed strikes, slowdowns, work stoppages, lockouts, or threatened picketing, protected and/or concerted labor activities, including labor organization activities, or threats thereof, against or involving any member of the Company Group, (ii) no member of the Company Group has been a party to or bound by any current collective bargaining agreement or former employeesother labor contract, independent contractors and there has been no organizing activity or temporary workers representation campaign, or, to the Knowledge of the Company, threats thereof, against or by involving any member of the Company Group, (iii) there have been no unfair labor practice charges against any member of the Company Group before the National Labor Relations Board or other similar Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledgeKnowledge, any threatened Actionsthreats thereof, involving and (iv) no member of the Company Group has breached or otherwise failed to comply with respect to the provisions of any collective bargaining agreement or labor contract, and there have been no grievances or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliationarbitrations, or equal pay. The threats thereof, against the Company has not, and within the last four (4) years has not been, subject to or any order, decree, injunction or judgment by of its Subsidiaries under any Governmental Authority or private settlement contract in respect of any labor or employment matterssuch contract. (d) Except as set forth in Section 3.17(d) of the Company Disclosure Schedule, since the Reference Date, (i) The there have been no actions or proceedings pending, or, to the Company’s Knowledge, threats thereof, between any member of the Company has complied Group (on the one hand) and any of the Company Group’s Employees or former Employees (on the other hand), and, to the Knowledge of the Company, there is in compliance in all material respects withno event or condition that would reasonably be expected to give rise to any such action or proceeding, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) there have been no charges of discrimination in employment or employment practices for any reason that have been asserted, or, to the Company’s Knowledge, threats thereof, before the United States Equal Employment Opportunity Commission or any other Governmental Authority, (iii) no member of the Company Group has taken reasonable steps been found in violation of any applicable Laws relating to minimize potential workplace exposure in light Employees or other labor-related matters, (iv) no member of COVID-19the Company Group has been a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to their current or former Employees or employment practices, and (v) no member of the Company Group has been subject to any audit or investigation by the Occupational Safety and Health Administration, the Department of Labor, or other similar Governmental Authority, or subject to fines, penalties, or assessments associated with such audits or investigations. (e) There To the Company’s Knowledge, all of the Employees working within the United States are (i) United States citizens or lawful permanent residents of the United States, (ii) aliens whose right to work in the United States is unrestricted, or (iii) aliens who have valid, unexpired work authorizations issued by the United States government. Since the Reference Date, neither the Company nor any of its Subsidiaries has been and will be no layoffthe subject of an immigration compliance or employment visit from, plant closinghas been assessed any fine or penalty by, terminationor has been the subject of any order or directive of, redundancy the United States Department of Labor, the United States Department of Justice, the United States Department of Homeland Security, or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign LawsGovernmental Authority. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) of the Company Disclosure Except as set forth on Schedule sets forth a true3.21, correct and complete list of all employees of the Company as of the date hereof; (1) The employment of each employee of VUN may be terminated immediately by VUN, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause otherwise provided by statute or decisional authority; (viii2) or (viii)To VUN's best knowledge, which shall be as no key executive employee of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage VUN and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as no group of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on VUN has plans to terminate his or her employment at or prior to the date hereof have been paid in full (Closing, whether or are accrued in full in the Company’s financial statements). All employees not as a result of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law).transactions contemplated herein; (b3) The Company is not, nor VUN has been for the past five (5) years, a party to, bound by, or negotiating not had any collective bargaining agreement or other contract with a union, works council or material labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employeesrelations problems; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company.and (c4) The Company is and VUN has been in compliance complied in all material respects with all collective bargaining agreements and all applicable Laws laws and contracts orders relating to labor and employmentthe employment of labor, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws those related to wages, hours, collective bargaining and the payment and withholding of taxes Taxes and other sums and social contributions as required by appropriate governmental authorities and has withheld and paid to the appropriate Governmental Authority governmental authorities, or is holding for payment not yet due to such governmental authorities, all amounts required to be withheld from such employees of VUN and is not liable for any arrears of wages, taxes, social contributionsTaxes, penalties or other sums for failure to comply with any of the foregoing. The Company does No present or former employee, officer or director of VUN has notified VUN that he or she has or will have at the Effective Time, any claim against VUN for any matter, including but not have any material liability limited to (i) overtime pay for work done through the Effective Time; (ii) wages or salary for the misclassification work done through the Effective Time; (iii) vacation time off or pay in lieu of vacation time off for the period through the Effective Time; (iv) any violation of any current statute, ordinance or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relation relating to minimum wages or maximum hours or work-place conditions; or (v) injuries or other damages which are not fully covered by VUN's insurance policies; except, in the misclassification case of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against clauses (i) and (ii), for amounts accrued in the Company by any current or former employeespay period that are not yet due and payable, independent contractors or temporary workers or by any Governmental Authority. Currently and during in the past four case of clause (4) yearsiii), there is no for vacation accrued in accordance with VUN's policies and there set forth in Schedule 3.21, which its employees have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment mattersyet taken. (db) (i) The Company has complied and is in compliance in all material respects withExcept as disclosed on Schedule 3.21, has not materially violatedas of the date hereof, and is not in material violation of, and VUN has not received any notices notice of any: (1) unfair labor practice complaint against VUN pending before theNational Labor Relations Board or any state or local agency; (2) pending labor strike or other material non-compliance labor trouble affecting VUN; (3) material labor grievance pending against VUN; (4) pending representation question respecting the employees of VUN; or (5) pending arbitration proceedings arising out of or violation or alleged material non-compliance or violation with respect to, under any Law relating or pertaining collective bargaining agreement to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19which VUN is a party. (ec) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person In addition: (i) their role in the business none of the Companymatters specified in clauses (b) (1)through (5) is threatened against VUN; (ii) the initial date they were retained no union organizing activities have taken place with respect to perform servicesVUN; and (iii) the primary location from no basis exists for which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) claim may be made under any notice required for termination of their engagementcollective bargaining agreement to which VUN is a party. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(aSchedule 5.19(a) of the Company Disclosure Schedule sets forth a true, correct true and complete list of all employees of the Company list, as of the date hereof, including any of all current (i) employees of the Group Companies, including, as applicable, their title(s), work location, employing entity, hire date with the Group Companies, original hire date (if earlier than the hire date with Group Companies for employees who worked for a predecessor entity), whether such employee who has a signed offer letter or employment agreement, whether such employee is on a leave of absence (and, if so, the reason for such leave of any natureabsence), authorized visa status, base compensation or unauthorized, that sets forth for each such individual the following, in each case, wage rates as of the date hereof (except as specified in clause x) January 1, 2018 (viiifor United States employees) or and January 31, 2018 (viiifor European employees) and (y) September 30, 2018 (for European employees) and November 15, 2018 (for United States employees), which shall be as of commission, and incentive and other bonus compensation paid by the dates specified therein): (i) title or position (including whether full or part time)Group Companies for fiscal year 2017 and their current opportunity; and (ii) independent contractors, Associated Partners, or other service providers currently performing services for the Group Companies who are natural persons, showing with respect to such independent contractor or other service provider, their work location; (iii) employing entity; (iv) hire date; (v) status as exempt , date they commenced providing services, their applicable contract rate and other payments made or non-exempt from wage and hour requirements; (vi) current annual base due to such independent contractor or other service provider for fiscal 2018. No material changes have been made to the compensation rate (or, for hourly provided to the employees, the applicable hourly compensation rate); (vii) target cash commissionindependent contractors, bonus or Associated Partners, and other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As service providers of the date hereofGroup Companies since September 30, all compensation2018 (for European employees) and November 15, including wages, commissions and bonuses and any severance, due and payable to all current and former employees 2018 (for United States employees) or in anticipation of the Company for services performed on transactions contemplated by this Agreement or any of the other Transaction Documents (other than any transaction or similar bonuses payable at or prior to the date hereof have been paid Closing or included in full (or are accrued in full in the Company’s financial statementsTransaction Expenses). All employees To the knowledge of the Company are employed at-will (other than Sellers, no Specified Employee or group of Specified Employees has given written notice to terminate employment with the Group Companies, nor do the Group Companies have a present intention to terminate the employment of any jurisdiction where at-will employment would not be permitted by Law)of the foregoing. (b) The Company is not, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not Group Companies have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company. (c) The Company is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification hiring of employees and independent contractors and other individual service providersthe employment of labor, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local all applicable Laws and orders by Governmental Authorities related to COVID-19), and all Laws related relating to wages, hours, collective bargaining bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, leaves of absence, vacation and paid time off, classification of employees, independent contractors and other service providers, and the collection and payment of withholding and/or social security Taxes. Since December 31, 2014, the Group Companies have met in all material respects all material requirements under applicable Law or regulation relating to the employment of foreign citizens, including all applicable requirements of Form I-9. The Group Companies have complied in all material respects with all Laws that could require overtime to be paid to any current or former employee, and withholding no employee has, since December 31, 2014, brought or, to the knowledge of taxes and other sums and social contributions as required by the appropriate Governmental Authority and Sellers, threatened to bring a claim for unpaid compensation or employee benefits, including overtime amounts. (c) (i) No Group Company is not liable for a party to any arrears of wages, taxes, social contributions, penalties collective bargaining agreement or other sums for failure labor union contract or other agreement with a labor or trade union or works council applicable to comply with any its employees and, to the knowledge of the foregoing. The Company does Sellers, there are not have presently any material liability for the misclassification activities and proceedings of any labor union to organize any such employees; (ii) there is no unfair labor practice charge or complaint pending before any applicable Governmental Entity relating to any current or former employee of the Group Companies; (iii) there is no labor strike, material slowdown or material work stoppage or lockout pending or, to the knowledge of the Sellers, threatened, and since December 31, 2014, the Group Companies have not experienced any strike, material slowdown or material work stoppage, lockout or other collective labor action by or with respect to the Group Companies’ employees; (iv) there is no representation claim or petition pending before any applicable Governmental Entity; (v) there are no charges pending before any applicable Governmental Entity responsible for the prevention of unlawful employment practices; (vi) there are no pending or, to the knowledge of the Sellers, threatened actions, claims, lawsuits, audits or investigations against any Group Company relating to employment of labor or the terms and conditions of employment; and (vii) no written notice has been received by any Group Company from any Governmental Entity responsible for the enforcement of labor or employment Laws of an intention to conduct an investigation against such Group Company, and, to the knowledge of the Sellers, no such investigation is in progress. (d) Any individual who performs or performed services for Group Companies and who is not treated as exempt an employee of the Group Companies for income Tax purposes by the Group Companies is not an employee under applicable Laws, including for Tax withholding purposes or Company Plan purposes and the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does Group Companies do not have any material liability relating to the misclassification (contingent or otherwise) by reason of any Person individual who performs or performed services for the Group Companies as an independent contractor rather than an employee. There being improperly excluded from participating in any Company Plans. (e) Since December 31, 2014, to the knowledge of the Sellers, there have been no misclassification claims filed written or threatened against oral internal complaints or allegations to management of the Company by any current Group Companies or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims human resources function relating to unfair labor practices, complaints of discrimination, harassment, retaliation, inappropriate behavior, misclassification, workplace conditions, safety and health or equal pay. The Company has not, wages and within the last four (4) years has not been, subject hours by or with respect to any ordercurrent or former Service Provider (including any current or former intern). Since December 31, decree2014, injunction there have been no internal or, to the knowledge of the Sellers, external investigations of discrimination, harassment, retaliation, inappropriate behavior, misclassification, workplace conditions, safety and health or judgment wages and hours by or with respect to any Governmental Authority current or private settlement contract in respect former employee, officer, director, partner, intern, independent contractor (including Associated Partners) or other service provider. None of the Sellers have actual knowledge (without investigation or inquiry) since December 31, 2014 of any labor credible complaints or employment matters. (d) (i) The Company has complied and is in compliance in all material respects withallegations of discrimination or sexual harassment or inappropriate behavior with respect to any current employee of the Group Companies, has whether or not materially violatedrelated to such employment, and is not that if publicly disclosed would reasonably be expected to result in material violation of, and has not received any notices of material non-compliance reputational or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining economic harm to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign LawsGroup Companies. (f) With respect to each current independent contractor There are no unwritten policies, practices or oral agreements of the CompanyGroup Companies that entitle any employee, Section 4.11(f) of the consultant or other service provider to benefits, compensation, or payments upon termination, other than as required by Law or under such employee’s, consultant’s or other service provider’s written offer letter, employment agreement, or contract with any Group Company Disclosure or other Company Plan set forth on Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement5.19(f). (g) Except as would not result Each of the Group Companies has maintained in all material liability, the Company has properly completed all reporting respects accurate and verification requirements pursuant to Law regarding work authorization up-to-date records and immigration personnel files for all of its current or former employees, including the Form I-9 officers, directors and has retained partners and records for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986Associated Partners, which files or records include any executed offer letters, employment agreements, and has otherwise complied with such Lawsany other compensation guarantees to employees, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)officers, directors, partners or Associated Partners. (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule sets forth (x) a true, correct and complete list of all nineteen key employees of the Company and any Company Subsidiary as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that and sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): : (i) full name of individual; (ii) title or position (including whether full or part time); (ii) work location; (iii) employing entitylocation; (iv) hire datedate and service date (if different); (v) status as exempt current annualized base salary or non-exempt from wage and hour requirements(if paid on an hourly basis) hourly rate of pay; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cashincentive-based incentive based compensation target compensation; (vii) for 2021U.S.-based employees only, exemption status under federal and state law; and (viii) accrued paid time off as visa status, and (y) true, correct and complete aggregated employee information, for employees located in each of December 31the US and in China, 2021and sets forth for each category of employee located therein the following, on an aggregate basis: (I) headcount; (II) annual salary; (III) annual bonus; and (ixIV) anticipated return to work date if employee is on a leave value of absenceannual benefits. As of the date hereof, all compensation, including wages, commissions and bonuses and any severancebonuses, due and payable to all current and former employees of the Company and any Company Subsidiary for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Except for actions listed in Section 4.11(b) of the Company is notDisclosure Schedule, (i) there are no and have been no material Actions or arbitrations pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary by any of their respective current or former employees since the Formation Date; (ii) neither the Company nor any Company Subsidiary is, nor has either the Company or any Company Subsidiary been for since the past five (5) yearsFormation Date, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the CompanyCompany or any Company Subsidiary, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no and there have been no unfair labor practice complaints pending or filed since the Formation Date against the Company or any Company Subsidiary before the National Labor Relations Board or similar state authorities or foreign agencyagencies in the applicable jurisdictions where the Company or any Company Subsidiary is incorporated or conducts its business; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the CompanyCompany or any Company Subsidiary. (c) The Except as set forth on Section 4.11(c) of the Company is Disclosure Schedule, the Company and has the Company Subsidiaries (i) are and have been since the Formation Date in material compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and harassment, retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”)amended, or any similar state or local Laws), I-9 verification, immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification labor or employee relations, affirmative action, government contracting obligations, equal employment opportunity and fair employment practices, disability rights or benefits, leave of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leaveabsence rights, sick leave, health insurance continuation, whistle-blowing, privacy rights, and occupational safety and health requirements requirements, payment of wages (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19vacation wages), hours of work, employee classification (either as exempt or non-exempt, or as a contractor versus employee), COVID-19 laws and all Laws related to wages, hours, regulations and collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is are not liable for any material arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The ; (ii) have withheld and reported all amounts required by any legal requirement or contract to be withheld and reported with respect to wages, salaries and other payments or compensation to any Company does employee; (iii) have no material liability for any arrears of wages (including vacation wages) or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) have no material liability for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental body with respect to unemployment compensation benefits, social security or other benefits or obligations for any Company employee (other than routine payments to be made in the normal course of business and consistent with past practice). (d) Except as provided in Section 4.11(d) of the Company Disclosure Schedule, the Company is not currently, and has not since the Formation Date, engaged with individuals as independent contractors and/or engaged with staffing agencies who provide the Company with non-employee workers. (e) Each Person providing services to the Company and its Subsidiaries that has been characterized as a consultant or independent contractor and not as an employee has been properly characterized pursuant to applicable Law, and the Company and its Subsidiaries do not have any material liability for or obligations arising out of the misclassification hiring or retention of any current persons to provide services to the Company and its Subsidiaries and treating such persons as consultants or former employee independent contractors and not as employees of the Company and its Subsidiaries other than those liabilities or obligations as set forth in customary agreements with respect thereto. All employees of the Company and its Subsidiaries have been correctly classified as exempt under or non-exempt for purposes of the Fair Labor Standards Act and applicable any similar state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has notlaw, and within the last four (4) years overtime has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment mattersbeen properly recorded and paid for all such employees classified as non-exempt. (df) To the Knowledge of the Company, since the Formation Date, (i) The no allegations of harassment, discrimination or misconduct have been made against any (A) officer or director of the Company or its Subsidiaries, or (B) any employee of the Company or its Subsidiaries who, directly or indirectly, supervises or has complied and is in compliance in all material respects withmanagerial authority over other employees or service providers of the Company or its Subsidiaries, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps and its Subsidiaries have not entered into any settlement agreement or conducted any investigation related to minimize potential workplace exposure in light allegations of COVID-19. (e) There has been and will be no layoffharassment, plant closingdiscrimination or misconduct by an employee, terminationcontractor, redundancy director, officer or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations representative of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor its Subsidiaries. None of the Company, Section 4.11(f) any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company Disclosure Schedule sets forth for each such person (i) their role or any Company Subsidiary, has discharged, demoted, suspended, threatened, harassed or in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or other manner discriminated against an employee of the Company.Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)

Labor and Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule sets forth (x) a true, correct and complete list of all nineteen key employees of the Company and any Company Subsidiary as of the date hereofOriginal Signing Date, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that and sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): : (i) full name of individual; (ii) title or position (including whether full or part time); (ii) work location; (iii) employing entitylocation; (iv) hire datedate and service date (if different); (v) status as exempt current annualized base salary or non-exempt from wage and hour requirements(if paid on an hourly basis) hourly rate of pay; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cashincentive-based incentive based compensation target compensation; (vii) for 2021U.S.-based employees only, exemption status under federal and state law; and (viii) accrued paid time off as visa status, and (y) true, correct and complete aggregated employee information, for employees located in each of December 31the US and in China, 2021and sets forth for each category of employee located therein the following, on an aggregate basis: (I) headcount; (II) annual salary; (III) annual bonus; and (ixIV) anticipated return to work date if employee is on a leave value of absenceannual benefits. As of the date hereofOriginal Signing Date, all compensation, including wages, commissions and bonuses and any severancebonuses, due and payable to all current and former employees of the Company and any Company Subsidiary for services performed on or prior to the date hereof have Original Signing Date has been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Except for actions listed in Section 4.11(b) of the Company is notDisclosure Schedule, (i) there are no and have been no material Actions or arbitrations pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary by any of their respective current or former employees since the Formation Date; (ii) neither the Company nor any Company Subsidiary is, nor has either the Company or any Company Subsidiary been for since the past five (5) yearsFormation Date, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the CompanyCompany or any Company Subsidiary, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no and there have been no unfair labor practice complaints pending or filed since the Formation Date against the Company or any Company Subsidiary before the National Labor Relations Board or similar state authorities or foreign agencyagencies in the applicable jurisdictions where the Company or any Company Subsidiary is incorporated or conducts its business; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the CompanyCompany or any Company Subsidiary. (c) The Except as set forth on Section 4.11(c) of the Company is Disclosure Schedule, the Company and has the Company Subsidiaries (i) are and have been since the Formation Date in material compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and harassment, retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”)amended, or any similar state or local Laws), I-9 verification, immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification labor or employee relations, affirmative action, government contracting obligations, equal employment opportunity and fair employment practices, disability rights or benefits, leave of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leaveabsence rights, sick leave, health insurance continuation, whistle-blowing, privacy rights, and occupational safety and health requirements requirements, payment of wages (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19vacation wages), hours of work, employee classification (either as exempt or non-exempt, or as a contractor versus employee), COVID-19 laws and all Laws related to wages, hours, regulations and collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is are not liable for any material arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The ; (ii) have withheld and reported all amounts required by any legal requirement or contract to be withheld and reported with respect to wages, salaries and other payments or compensation to any Company does employee; (iii) have no material liability for any arrears of wages (including vacation wages) or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) have no material liability for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental body with respect to unemployment compensation benefits, social security or other benefits or obligations for any Company employee (other than routine payments to be made in the normal course of business and consistent with past practice). (d) Except as provided in Section 4.11(d) of the Company Disclosure Schedule, the Company is not currently, and has not since the Formation Date, engaged with individuals as independent contractors and/or engaged with staffing agencies who provide the Company with non-employee workers. (e) Each Person providing services to the Company and its Subsidiaries that has been characterized as a consultant or independent contractor and not as an employee has been properly characterized pursuant to applicable Law, and the Company and its Subsidiaries do not have any material liability for or obligations arising out of the misclassification hiring or retention of any current persons to provide services to the Company and its Subsidiaries and treating such persons as consultants or former employee independent contractors and not as employees of the Company and its Subsidiaries other than those liabilities or obligations as set forth in customary agreements with respect thereto. All employees of the Company and its Subsidiaries have been correctly classified as exempt under or non-exempt for purposes of the Fair Labor Standards Act and applicable any similar state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has notlaw, and within the last four (4) years overtime has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment mattersbeen properly recorded and paid for all such employees classified as non-exempt. (df) To the Knowledge of the Company, since the Formation Date, (i) The no allegations of harassment, discrimination or misconduct have been made against any (A) officer or director of the Company or its Subsidiaries, or (B) any employee of the Company or its Subsidiaries who, directly or indirectly, supervises or has complied and is in compliance in all material respects withmanagerial authority over other employees or service providers of the Company or its Subsidiaries, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps and its Subsidiaries have not entered into any settlement agreement or conducted any investigation related to minimize potential workplace exposure in light allegations of COVID-19. (e) There has been and will be no layoffharassment, plant closingdiscrimination or misconduct by an employee, terminationcontractor, redundancy director, officer or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations representative of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor its Subsidiaries. None of the Company, Section 4.11(f) any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company Disclosure Schedule sets forth for each such person (i) their role or any Company Subsidiary, has discharged, demoted, suspended, threatened, harassed or in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or other manner discriminated against an employee of the Company.Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)

Labor and Employment Matters. (a) Section Schedule 4.11(a) of the Company Disclosure Schedule sets forth a true, complete and correct and complete list of all employees of the Company and each of its subsidiaries as of the date hereofof this Agreement, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that and sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): : (i) name; (ii) employing entity; (iii) location; (iv) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (ivv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); and (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; compensation. Except as set forth on (viiia) accrued paid time off of the Company Disclosure Schedule, as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereofof this Agreement, all compensation, including wages, commissions and bonuses and any severancebonuses, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof of this Agreement have been paid in full (or are accrued in full in the Company’s consolidated financial statements). All employees statements of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Lawand its subsidiaries). (b) Section 4.11(b) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true, complete and correct list of all individuals who perform services for the Company or any of its subsidiaries as (i) an independent contractor, (ii) a leased employee, or (iii) an unpaid intern, including for each such individual, his or her name, contracting entity, location, the services he or she performs, his or her rate of compensation and any bonus entitlement. (c) The employment of each employee of the Company and its subsidiaries is notterminable at the will of the Company or applicable subsidiary and upon termination of the employment of any such employees, no severance or other payments will become due. Each former employee whose employment was terminated by the Company or applicable subsidiary has entered into an agreement with the Company or applicable subsidiary providing for the full release of any claims against the Company or applicable subsidiary or any related party arising out of such employment. (d) To the knowledge of the Company, no officer or executive of the Company or any of its subsidiaries intends to terminate employment with the Company or any of its subsidiaries or is otherwise likely to become unavailable to continue as an officer or executive of the Company or any of its subsidiaries, nor has does the Company or any of its subsidiaries have a present intention to terminate the employment of any of the foregoing. (i) There are no material Actions pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries by any of its or their current or former employees, which Actions would be material to the Company or applicable subsidiary; (ii) neither the Company nor any Company subsidiary is, and neither the Company nor its subsidiaries have been for the past five (5) yearssince December 31, 2018, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the CompanyCompany or any of its subsidiaries, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company or any of its subsidiaries before the National Labor Relations Board or similar state or foreign agencyBoard; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the CompanyCompany or any of its subsidiaries. (cf) The Each of the Company and its subsidiaries is and has been in compliance in all material respects with all applicable Laws and contracts applicable COVID-19 Measures relating to labor and employmentthe employment of labor, including Laws those relating to employment practiceswages, employment hours, immigration, discrimination, harassment and retaliationlabor relations, terms and conditions layoffs or plant closings, furloughs, collective bargaining, proper classification of employment, mass layoffs and plant closings all persons who performed services on behalf of the Company or any of its subsidiaries for all purposes (including for Tax purposes, for purposes of determining eligibility to participate in any Plan and for purposes of the Fair Labor Standards Act), the maintenance and handling of personnel records, occupational health and safety, sick time and leave, disability, privacy and the payment and withholding of Taxes, and have withheld and paid to the appropriate Governmental Authority, or are holding for payment not yet due to such authority, all amounts required by Law or agreement to be withheld from the wages or salaries of the employees of the Company or any of its subsidiaries. All of the individual persons who have performed services for or on behalf of the Company or any of its subsidiaries are and have been authorized to work for the Company or applicable subsidiary in accordance with all applicable Laws. (g) Neither the Company nor any of its subsidiaries has ever effectuated a “mass layoff” or “plant closing” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state comparable group layoff or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing action that would trigger the obligations of the Company notice or liability under the WARN Act or similar any state, local or foreign Laws. (f) With respect to each current independent contractor plant closing notice Law, affecting in whole or in part any facility, site of the Companyemployment, Section 4.11(f) operating unit or employee of the Company Disclosure Schedule sets forth for each such person or any of its subsidiaries. No employee of the Company or any of its subsidiaries has suffered an “employment loss” (i) their role as defined in the business WARN Act) during the ninety (90) day period ending on the date of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)this Agreement. (h) The Company Except as has not entered into been mandated by a Contract to settle any claims of sexual harassment or sexual misconduct by any officerGovernmental Authority, director or employee as of the Companydate of this Agreement, neither the Company nor any of its subsidiaries has had, any direct workforce changes due to COVID-19 or applicable COVID-19 Measures, including any actual terminations, layoffs, furloughs, shutdowns (whether voluntary or by order of a Governmental Authority), or any changes to benefit or compensation programs, nor are any such changes currently contemplated.

Labor and Employment Matters. (a) Section 4.11(aSchedule 4.12(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company and any Company Subsidiary as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that and sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): : (i) title or position (including whether full or part part-time); (ii) work location; (iii) location and employing entity; (iviii) hire date; (viv) status treatment by the Company as exempt or non-exempt from under applicable overtime and wage and hour requirementsLaws; (viv) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (viivi) target cash commission, transaction bonus, retention bonus, other bonus or other cash-based incentive based compensation target for 2021compensation; (vii) average weekly work hours, and (viii) accrued paid time off off. All employees of the Company are employed at will. Except as set forth on Schedule 4.12(a) of December 31the Company Disclosure Schedule, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As as of the date hereof, all compensation, including wages, commissions and bonuses and any severancetermination indemnities, due and payable to all current and former employees of the Company and any Company Subsidiary for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (bi) The There are no Actions pending or, to the knowledge of the Company, threatened against the Company is notor any Company Subsidiary by any of their respective current or former employees or other service providers, which Actions would be material to the Company and the Company Subsidiaries, either individually or taken as a whole; (ii) neither the Company nor any Company Subsidiary is, nor has have the Company or any Company Subsidiary been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company(a “Labor Agreement”), nor, (iii) to the knowledge of the Company, (i) there are there any and have been no activities or proceedings of any labor union union, works council or labor organization to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iiiiv) there are no unfair labor practice complaints threatened or pending against the Company or any Company Subsidiary before the National Labor Relations Board or similar state or foreign agencyGovernmental Authority; and (ivv) there has never beenis not now, nor, to the knowledge of the Company, nor has there ever been in the past five (5) years, any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar or material labor disruption or dispute with respect to the CompanyCompany or any Company Subsidiary. (c) The Company is and has the Company Subsidiaries are and, for the past four (4) years, have been in material compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, termination and discharge, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended amended, and any similar state, local or foreign Law (collectively, the “WARN Act”), or any similar state or local Laws), reasonable accommodation, disability rights or benefits, immigration, hiring, meal and rest breaks, overtime, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the proper classification of employees and independent contractors and other individual service providers, whistleblower protectionworkers’ compensation, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes Taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not Authority. Neither the Company or any Company Subsidiary are liable in any material amount for any arrears of wages, taxesTaxes, social contributions, penalties or other sums for failure to comply with any of the foregoingforegoing Laws. The Company does not have any material liability and each of the Company Subsidiaries are and, for the misclassification past four (4) years have been, in material compliance with the requirements of any the Immigration Reform Control Act of 1986. All current and former employees of the Company and the Company Subsidiaries, as applicable, have at all times been properly classified and treated as exempt or former employee as non-exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The , and all current and former independent contractors and temporary workers of the Company does not or the Company Subsidiaries, as applicable, have any material liability relating to the misclassification of any Person been properly classified and treated as an independent contractor rather than an employeesuch. There have been no misclassification claims filed or, to the knowledge of the Company, complained to or threatened against the Company or any Company Subsidiary by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is each Company Subsidiary have complied, and are in compliance in all material respects with, has have not materially violated, and is are not in material violation of, and has have not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to workplace health and safety (including COVID-19); and (ii) the Company has taken reasonable steps delivered to minimize potential the SPAC accurate and complete copies of all Company policies implemented in relation to workplace exposure in light of health and safety (including COVID-19). (e) There Except as set forth on Schedule 4.12(e) of the Company Disclosure Schedule, there has been and will be (i) no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company or any Company Subsidiary under the WARN Act and (ii) no termination of employment (including by resignation or similar stateotherwise) of any officers, local or foreign Lawsmanagers, key employees in the six-month period prior to Closing. (f) With respect to each current independent contractor of the CompanyNo officer, Section 4.11(f) manager or key employee of the Company Disclosure Schedule sets forth for each such person (i) their role in or the business Company Subsidiaries has given written notice to the Company or the Company Subsidiaries as of the Company; (ii) the initial date they were retained of this Agreement that such employee intends to perform services; (iii) the primary location from which services are performed; (iv) their fee terminate his or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagementher employment. (g) Except as would not result in material liabilityIn the past five (5) years, there have been no allegations of sexual harassment or misconduct involving any current or former director, officer, employee or independent contractor of the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986or any Company Subsidiary, and neither the Company nor any Company Subsidiary has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract any settlement agreements related to settle any claims allegations of sexual harassment or sexual misconduct by any current or former director, officer, director employee or employee independent contractor of the CompanyCompany or any Company Subsidiary. (h) Schedule 4.12(h) of the Company Disclosure Schedule sets forth, as of the date hereof, a true, correct and complete list of names of all of the independent contractors, consultants, temporary employees, leased employees and other agents employed or used by the Company or any Company Subsidiary and classified by the Company or any Company Subsidiary as other than employees, or compensated other than through wages paid by the Company or any Subsidiary through such entity’s payroll department (each, a “Contingent Worker”) of the Company and each Company Subsidiary and for each, (a) such individual’s compensation amount and arrangement (including whether paid on an hourly or project basis), (b) such individual’s initial date of engagement, (c) a description of services provided, (d) identification of the staffing company or agency through which they are engaged (if applicable), (e) location where services are provided, (f) average hours worked per week, or alternatively, the total hours worked by such Contingent Worker, and (g) whether engaged as an individual or through an entity. All compensation payable to all Contingent Workers of the Company and its Company Subsidiaries for services performed has been paid in full and there are no outstanding agreements, understandings, or commitments of the Company regarding any compensation.

Labor and Employment Matters. (a) Section 4.11(aWith respect to the Audiences Division, in the prior three years, the Company (or any predecessor entity, if applicable): (i) has been in material compliance with all then applicable laws and regulations, codes of practice, customs and practices respecting employment and employment practices, including hiring, termination of employment, nondiscrimination in employment, terms and conditions of employment, the Fair Labor Standards Act and its state, local or foreign law equivalents, and occupational safety and health; (ii) has not engaged in any unfair labor practices; (iii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to its employees, including any common law employees, and is not liable for any material arrears of wages (including commissions, bonuses, overtime, or other compensation) or any Taxes (in each case, other than routine payments to be made in the ordinary course of business), or any penalty for failure to comply with any of the foregoing (or, if any arrears, penalty, or interest were assessed against the Company Disclosure Schedule sets forth regarding the foregoing, all of them have been fully satisfied); and (iv) has not incurred any Liability for breach of any contract of service or for fees, or for compensation for wrongful dismissal, unfair dismissal or for failure to comply with any order for the reinstatement or re-engagement of any employee or for any other Liability accruing from the termination of any contract of employment or for services. (b) The Company has provided to Buyer a true, correct and complete list of (i) the names, titles and current compensation amounts of all employees Company Employees; (ii) the names and current compensation packages of all currently engaged independent contractors and consultants of the Company as relating to the Business; (iii) each employment or consulting Contract to which the Company is a party or other Contract to which the Company is a party pursuant to which any Person is entitled to compensation or other payments from the Company in respect of past or future services to be provided to the Company by any such Person; and (iv) each state in which the Company employs any Person or engages the services of any consultant in each case relating to the Business. To the Company’s Knowledge, no officer or key employee of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual Company engaged in the following, in each case, Business as of the date hereof intends to terminate his or her involvement with the Business. (except c) Except as specified in clause (viiispecifically set forth on Schedule 3.14(c) or (viii), which shall be as of to the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (or, for hourly employeesDisclosure Memorandum, the applicable hourly compensation rate); (vii) target cash commission, bonus employment of all the Company Employees is terminable at will without any penalty or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as severance obligation of December 31, 2021; and (ix) anticipated return to work date if employee is any kind on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees part of the Company or any successor thereto. All sums due for services performed on or prior employee compensation and benefits and all vacation time owing to the date hereof any Company Employee have been paid in full (or are duly and adequately accrued in full in on the accounting records of the Company. To the Company’s financial statements). All employees of Knowledge, all Company Employees are authorized to engage in employment in the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)United States in accordance with all applicable law. (bd) To the extent the Company obtains or has obtained any services for the Business through independent contractors, each Person providing such services to the Company has executed a nondisclosure agreement in the form provided to Buyer. (e) The Company is notnot liable for any payment to any trust or other fund or to any Governmental Body with respect to unemployment compensation, nor social security, or other similar benefits or obligations for employees (other than routine payments to be made in the ordinary course of business) with respect to the Audiences Division. (f) There are no pending claims against the Company under any workers’ compensation plan or policy or for long-term disability with respect to the Audiences Division. No past employee of the Company relating to the Business has been for a right to return to work. (g) With respect to the past five (5) yearsAudiences Division, there are no Claims pending or, to the Company’s Knowledge, threatened, between the Company and any of its current or former employees, or independent contractors, or any trade or labor union, works council or similar body, which controversies have resulted in, or could reasonably be expected to result in, a party toClaim or other charge or grievance before any Governmental Body, bound byincluding claims for compensation, severance, benefits, vacation time or pay, pension benefits, damages, or negotiating any other claim from any current or former employee or any other Person arising out of the Company’s status as employer or purported employer or any workplace practices or policies, whether in the form of claims for discrimination, sexual or other harassment, equal pay, unfair labor practices, grievances, wage and hour violations, wrongful discharge, as a whistleblower, or otherwise. (h) With respect to the Audiences Division, the Company is not a party to any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Companyunion contract, nor, to the knowledge of the Company’s Knowledge, (i) are there any activities or proceedings of any labor union or other employee organization to organize any such employees, (ii) employees of the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, relating to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with Business. (i) With respect to the Company. (c) The Company is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, orAudiences Division, to the Company’s knowledgeKnowledge, any threatened Actions, involving no employees of the Company are, or in the prior three years have been, in violation of any term of any employment contract, noncompetition agreement, or any restrictive covenant with respect to labor or employment matters, including any claims a former employer relating to unfair labor practicesthe right of any such employee to be employed by the Company because of the nature of the business conducted by the Company, discrimination, harassment, retaliationwork performed by the employee, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction use of trade secrets or judgment by any Governmental Authority or private settlement contract in respect proprietary information of any labor or employment mattersothers. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (fj) With respect to each current independent contractor the Audiences Division, all releases of the Company, Section 4.11(f) employment claims in favor of the Company Disclosure Schedule sets forth obtained from employees during the three-year period preceding the Closing Date are effective and binding to release all employment claims for each such person (i) their role in the business employee except for those claims that may not be released as a matter of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagementlaw. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a4.12(a) of the Company Disclosure Schedule sets forth Letter contains, as of the date of this Agreement, a true, correct and complete list of all employees of the Company and the Company Subsidiaries as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual (to the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified thereinextent permitted by applicable Law): (i) title or position (including whether full or part time); employee identification number, (ii) work location; position, (iii) employing entity; type of employment arrangement (indefinite or fixed term), (iv) hire date; current annual salary or current hourly wage rate, as applicable, (v) legal employing entity, (vi) current target bonus or commission opportunities, as applicable, (vii) if applicable, number of shares held under the Phantom Stock Plan, (viii) hire date, (ix) principal work location, (x) leave status, (xi) classification status as (exempt or non-exempt from wage exempt), if applicable, and hour requirements; (vixiii) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus whether such employee is represented by a trade union or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)labor organization. (b) The Each of the Company and the Company Subsidiaries is not, nor and has been for in the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company. (c) The Company is and has been years in compliance in all material respects with all applicable Laws and contracts relating to labor and employmentthe employment of labor, including Laws relating to employment practices, employment discrimination, harassment and retaliation, regarding the terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hoursemployment practices, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practicesagreements, discrimination, harassment, retaliation, fair labor standards occupational health and safety, wrongful discharge or equal payviolation of the personal rights of employees, wages, payment of wages, hours, working time and overtime regulations (including “forfait-jours” under French Laws), employee secondment, training rights, collective bargaining, civil rights, immigration and workers’ compensation. The Company and each Company Subsidiary has noton file a current and complete Form I-9 for all current and former employees in the United States to the extent required by the Laws of the United States. (c) The Company and each Company Subsidiary have properly classified all of their respective service providers as employees or independent contractors and as exempt or non-exempt for all purposes. Except as would not reasonably be expected to be material to the Company or any Company Subsidiary, and within taken as a whole, no Person has a claim against the last four (4) years has not been, subject Company or any Company Subsidiary for eligibility to any order, decree, injunction benefit of the Company or judgment by any Governmental Authority Company Subsidiary or private settlement contract in respect of any labor or employment mattersto be reclassified as an employee. (d) (iExcept as disclosed in Section 4.12(d) The of the Company has complied and is in compliance in Disclosure Letter, all material respects with, has not materially violated, and is not in material violation of, and has not received any notices employment agreements entered into with employees of material the French Company Subsidiary contain a non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19compete provision. (e) There has been and will Except as would not reasonably be expected to be material to the Company or any Company Subsidiary, taken as a whole, there are no layoffclaims, plant closingadministrative charges, terminationactions, redundancy suits, audits or proceedings pending or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary before the U.S. Equal Employment Opportunity Commission or any federal, foreign, state or local court or agency concerning any employment, social security or labor administration matter, including alleged employment discrimination or any other forms matters relating to the employment of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Lawslabor. (f) With respect During the past three (3) years, neither the Company nor any Company Subsidiary has experienced any union organization attempts, strike, work stoppage, slowdown, lockout, picketing or other labor disputes, and to each current independent contractor the Knowledge of the Company, Section 4.11(fno such action is threatened against the Company or any Company Subsidiary. In the past five (5) years, to the Knowledge of the Company, no allegation of sexual harassment, sexual abuse or other sexual misconduct has been made against any current or former employee at the level of Vice President or above, director or officer of the Company Disclosure Schedule sets forth for each such person (i) their role in the business or any of the Company; Company Subsidiaries (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee in each case, in his or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagementher capacity as such). (g) Except as would not result in reasonably be expected to be material liability, to the Company has properly completed all reporting and verification requirements pursuant or any Company Subsidiary, taken as a whole, there are no claims, administrative charges, actions, suits or proceedings pending or, to Law regarding work authorization and immigration for all the Knowledge of its employeesthe Company, including threatened against the Form I-9 and has retained for each Company or any Company Subsidiary brought by any current or former and current employee of the Form I-9 for the periods required to comply with the Immigration Reform and Control Act Company or of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)any Company Subsidiary. (h) The There are no group dismissals currently in progress or currently planned among employees by the Company or any Company Subsidiary. (i) Except as set forth on Section 4.12(i) of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries is, or within the last five (5) years has not entered into been, a Contract party to settle any claims of sexual harassment or sexual misconduct bound by any officerduty to bargain or any collective bargaining agreement or other Contract with any trade union or other labor organization, director other than national or employee industry-wide collective bargaining agreements for employees outside of the United States. No employees of the Company or any of the Company Subsidiaries are represented by a trade union or other labor organization with respect to their employment with the Company or any of the Company Subsidiaries. There are no representation or certification proceedings or petitions pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board by any trade union or other labor organization with respect to any employees of the Company or any of the Company Subsidiaries. Neither the Company nor any Company Subsidiary has experienced any union organization attempts, strike, work stoppage, material slowdown, lockout, picketing or other material labor disputes, and to the Knowledge of the Company, no such action is threatened against the Company or any Company Subsidiary. (j) Except as set forth on Section 4.12(j) of the Company Disclosure Letter, the employment of all employees of the Company and each Company Subsidiary in the United States is terminable by the employer at will at any time without prior notice and without payment of severance compensation or other penalty, other than with respect to the right to receive severance or other termination benefits under any Company Employee Plan. (k) All company-wide agreements, relevant amendments and unilateral decisions from Company Subsidiaries organized under the laws of France acting as employers have been entered into in compliance in all material respects with applicable Laws and comply with applicable Laws in all material respects.

Labor and Employment Matters. (a) Section 4.11(a) Parent has made available to Buyer a complete and accurate list of each employee of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company Automation Business as of the date hereofClosing Date (such employee, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viiian “Automation Business Employee”) or (viii), which shall be as of the dates specified therein): by: (i) title or position (including whether full or part time)name; (ii) identity of employer; (iii) principle work location; (iii) employing entity; (iv) hire datejob title; (v) status whether classified as exempt or non-exempt from under applicable wage and hour requirementsRegulations (to the extent such is employed in the U.S.); (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation salary or wage rate); (vii) target cash commission, bonus or bonus, incentive pay, and/or any other cash-based incentive based compensation target for 2021opportunity, including severance pay; and (viii) accrued paid time off any benefits, payments, or rights upon a change in control. Except as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereofprovided in Schedule 3.16(a), all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company such Automation Business Employees are employed at-will (other than on an “at will” basis and may be terminated at any jurisdiction where at-will employment would not be permitted by Law)time with or without notice or cause. (b) The Company is notSchedule 3.16(b) sets forth a complete and accurate list, nor has been for as of the past five (5) yearsClosing Date, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed of all individuals engaged by the Company, nor, to the knowledge of the Company, Automation Business as an independent contractor or consultant by: (i) are there any activities or proceedings of any labor union to organize any such employees, name; (ii) the Company does not have a duty identity of entity to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employeeswhom services are rendered; (iii) there are no unfair labor practice complaints pending against principal work location; (iv) job title or description of services; (v) the Company before the National Labor Relations Board or similar state or foreign agencybase salary for 2024; and (ivvi) any benefits, payments or rights upon termination of the engagement or upon a change in control. Except as provided on Schedule 3.16(b), all such individuals are engaged on an “at will” basis and may be terminated at any time with or without notice or cause. (c) There is no pending, and there has never beennot been any, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal picketing, unfair labor practice charge, grievance, or any other material labor dispute involving any Acquired Entity and, to work overtime the Company’s Knowledge, none is threatened. (d) No Automation Business Employee is represented by a trade or labor union or organization, employees’ association or similar organization representing employees (collectively, a “Union”). To the Company’s Knowledge, there has not been any attempt by any Automation Business Employees or any Union to organize any Automation Business Employees into a collective bargaining unit or certify a collective bargaining unit or to engage in any other similar labor disruption or dispute organization activity with respect to the Companyworkforce of the Acquired Entity. None of the Acquired Entities is a party to or bound by any collective bargaining agreement, labor contract, side letter agreement, or other agreement with any Union, nor is any such agreement presently being negotiated, nor is there any duty on the part of any Acquired Entities to bargain with any Union. (ce) The Company is and During the 90 day period prior to the Closing Date the Automation Business has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions not taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended amended, and/or any similar state, local or foreign plant closing or mass layoff Regulation (the “WARN ActAct Regulations”)) or that could otherwise reasonably be expected to trigger a notice requirement or result in a material liability or obligation of, or material restriction on, any similar state of the Acquired Entities under the WARN Act Regulations. (f) No Action is pending against any of the Acquired Entities or any member of the Parent Group conducting the Automation Business and, to the Knowledge of the Company, no Action is threatened by any Person, arising out of or relating to employment, including without limitation hiring, misclassification, overtime, taxes, wages, hours, discrimination, COVID-19, harassment, retaliation, personnel policies and practices, terms and conditions of employment, leaves of absences, accommodations, health and safety, privacy, termination or other matter relating to employment. (g) The Acquired Entities are, and have been, in material compliance with all employment Contracts entered into with Automation Business Employees and with all applicable foreign, federal, state, and local Laws)laws and Regulations pertaining to employment practices with respect to Automation Business Employees, including but not limited to, all laws relating to labor relations, unfair labor practices, equal employment opportunities, disability accommodation, immigration, meal wages (including tax and rest breakssocial security contributions), payroll documents employee classification, hiring, background checks, drug testing, occupational health and wage statements, pay equity, affirmative action obligationssafety, workers’ compensation, and leaves of absence. To the classification Company’s Knowledge, no allegations of employees and sexual harassment or sexual misconduct have been made by or involving any Automation Business Employee. All persons treated by the Acquired Entities as consultants or independent contractors are properly classified as such under all applicable laws and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements Regulations. All Automation Business Employees (including any federal, state to the extent employed in the United States) are properly classified as overtime exempt or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as non-exempt under the Fair Labor Standards Act and applicable state and local wage and hour Lawslaws and Regulations. The Company does not have any material liability relating There are no actions against Parent pending, or to the misclassification Knowledge of the Company, threatened to be brought or filed in, by, or with any Person as an independent contractor rather than an employee. There have been no misclassification claims filed court, government agency, or threatened against arbitral forum in connection with the Company by employment or engagement of any current or former employeesapplicant, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) yearsemployee, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliationconsultant, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagementParent. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(aSchedule 4.13(a) of the Company Disclosure Schedule sets forth a truelist of, correct and complete list as of October 31, 2020, (i) all employees and independent contractors of the Company as Group Companies with the name of the employing company of each and the country and state in which the employee or contractor normally works, (ii) the position, date hereofof hire, current annual rate of compensation (or with respect to employees compensated on an hourly or per diem basis, the hourly or per diem rate of compensation), including any employee who is on a leave bonus, contingent or deferred compensation, and estimated or target annual incentive compensation of absence of any nature, authorized or unauthorized, that sets forth for each such individual the followingperson, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as the exempt or non-exempt from wage classification of such person under the Fair Labor Standards Act and hour requirements; any other Applicable Law regarding the payment of wages, (viiv) current the total annual base compensation rate (or, for hourly employees, each officer of each Group Company and each Key Employee during the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of fiscal year ending December 31, 2021; 2019 (including any bonus, contingent or deferred compensation), and (ixv) anticipated return the current total annual compensation paid by a Group Company to work date if employee is on a leave of absence. As each member of the date hereofboard of directors or board or managers of each Group Company in such capacity (including any bonus, all contingent or deferred compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The No Group Company is not, nor has been for the past five (5) years, a party to, to or otherwise bound by, or negotiating by any collective bargaining agreement or other contract relationship with a any labor union, works council council, trade association or other employee organization. Since December 31, 2017, no Group Company: (i) has experienced any strikes, work stoppages, walkouts or other material labor organization applicable to persons employed by the Company, nordisputes and no such dispute is pending or, to the knowledge of the Company’s Knowledge, (i) are there any activities or proceedings of any labor union to organize any such employeesthreatened, (ii) has committed any material unfair labor practice, (iii) to the Company does not have a duty to bargain with Company’s Knowledge, has experienced any union organizational or decertification activities and no such union activities are currently underway or threatened by, on behalf of or against any labor union, works council, trade association or other employee organization with respect to wages, hours or other terms and conditions employees of employment of any of their employeesthe Group Companies; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge implemented any plant closing or layoff of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company. (c) The Company is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended amended, or any similar foreign, state, provincial or local plant closing or mass layoff Law (collectively, the “WARN Act”), ; or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related v) has been subject to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledgeKnowledge, threatened, employment-related Proceeding in any threatened Actionsforum, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, an alleged violation or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment breach by any Governmental Authority Group Company or private settlement contract in respect any of their respective officers or directors of any labor Law, regulation or employment mattersContract. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (gc) Except as would not result in material liabilityLiability for any Group Company, the each Group Company has properly completed timely paid all reporting wages, salaries, wage premiums, bonuses, commissions, fees, and verification requirements other compensation due and payable to its current and former employees and independent contractors pursuant to Law regarding work authorization and immigration for all of its employeesapplicable Law, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)Contract or policy. (hd) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee As of the date hereof, except as set forth on Schedule 4.13(d), (i) no officer of any Group Company, no Key Employee, and no group of employees or independent contractors of any Group Company (including salespersons) has informed any Group Company in writing of any plan to terminate employment with or services for any Group Company, and (ii) to the Company’s Knowledge, no officer of any Group Company and no Key Employee has any plans to terminate employment with or services for any Group Company, in either case, within the first twelve (12) months following the Closing Date. (e) Except as set forth on Schedule 4.13(e), each Group Company is and, since December 31, 2017, has been in compliance in all material respects with all Laws relating to employment or the workplace, including provisions relating to wages, hours, employee classification, collective bargaining, safety and health, work authorization, equal employment opportunity, paid and/or unpaid leave, immigration, U.S. or foreign visa requirements, unemployment compensation, worker’s compensation, employee privacy and right to know and discrimination against race, color, national origin, religious creed, physical or mental disability, sex, age, ancestry, medical condition, marital status, sexual orientation or other ground protected by applicable Law. To the Company’s Knowledge, no employee has been retaliated against for raising an issue regarding the Company’s compliance with Applicable

Labor and Employment Matters. (a) Section Schedule 4.11(a) of the Company Disclosure Schedule sets forth a true, complete and correct and complete list of all employees of the Company as of the date hereofof this Agreement, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that and sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): : (i) name; (ii) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (iv) current annual base compensation rate; (v) status classification as exempt or non-exempt from wage and hour requirementsfor overtime purposes; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate)state and country of work location; (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; compensation, and (viii) accrued but unpaid vacation or paid time off as of December 31, 2021balance; and (ix) anticipated return with respect to work date if employee is any employees on a leave of absence, the date the leave commenced and the expected date of return to work for such employee. As Except as set forth on Schedule 4.11(a) of the Company Disclosure Schedule, as of the date hereofof this Agreement, all compensation, including wages, commissions and bonuses and any severancebonuses, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof of this Agreement have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Schedule 4.11(b) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true, complete and correct list of all individuals who perform services for the Company as (i) an independent contractor, (ii) a leased employee, or (iii) an unpaid intern, including for each such individual, his or her name, the services he or she performs, his or her rate of compensation, his or her state and county where they perform work, and any bonus entitlement. (c) Except as set forth on Section 4.11(c) of the Company Disclosure Schedule, the employment of each employee of the Company is terminable at will by the Company and upon termination of the employment of any such employee, no severance or other payments will become due. Except as set forth on Section 4.11(c) of the Company Disclosure Schedule, each former employee whose employment was terminated by the Company has entered into an agreement with the Company providing for the full release of any claims against the Company or any related party arising out of such employment. (d) To the knowledge of the Company, no officer or executive of the Company intends to terminate employment with the Company or is otherwise likely to become unavailable to continue as an officer or executive of the Company, nor does the Company have a present intention to terminate the employment of any of the foregoing. (e) (i) except as set forth on Section 4.11(e) of the Company Disclosure Schedule, there are no Actions pending or, to the knowledge of the Company, threatened against the Company by any of its current or former employees or independent contractors; (ii) the Company is not, nor and has not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) neither the Company, nor, to the knowledge of the Company, any employees, has committed any unfair labor practice within the meaning of the National Labor Relations Act or any similar Law and there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state before the corresponding Governmental Authority in any jurisdiction that the Company is subject to, or foreign agencyto the knowledge of the Company, threatened; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the Company. (cf) The Company is and has been in compliance in all material respects with all applicable Laws and contracts applicable COVID-19 Measures relating to labor and employmentthe employment of labor, including Laws including, without limitation, those relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass health and safety, employee classification, wages, hours, immigration, equal opportunity, affirmative action, workers’ compensation, labor relations, pay equity, overtime pay, employee leave issues, discrimination, labor relations, layoffs and or plant closings closings, furloughs, collective bargaining, proper classification of all persons who performed services on behalf of the Company (including for purposes of determining eligibility to participate in any Plan and for purposes of the Fair Labor Standards Act), the proper classification of employees and independent contractors, the maintenance and handling of personnel records, occupational health and safety, sick time and leave and disability. All of the individual persons who have performed services for or on behalf of the Company are and have been authorized to work for the Company in accordance with all applicable Laws. (g) The Company is not delinquent in payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid. (h) All individuals who perform or have performed services for the Company have been properly classified under applicable Law (i) as employees or individual independent contractors and (ii) for employees, as an “exempt” employee or a “non-exempt” employee (within the meaning of the Fair Labor Standards Act and state Law), and no such individual has been improperly included or excluded from any Plan, and the Company has no notice of any pending or threatened inquiry or audit from any Governmental Authority concerning any such classifications. (i) Except as set forth on Section 4.11(i) of the Company Disclosure Schedule, the Company has not received any allegations of sexual or other unlawful harassment or discrimination against (i) any officer of the Company or (ii) any employee of the Company at a level of Vice President or above. (j) To the knowledge of the Company, no employee of the Company at the level of Senior Vice President or above (each a “Senior Employee”) is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, non-competition agreement, restrictive covenant or other obligation to the Company. To the knowledge of the Company, no former employer of any Senior Employee has alleged that such employee is in violation of any term of any employment agreement, nondisclosure agreement, non-competition agreement, restrictive covenant or other obligation with or to such former employer. (k) The Company has never effectuated a “mass layoff” or “plant closing” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”)) or as defined in the corresponding applicable Law, or any similar state comparable group layoff or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing action that would trigger the obligations of the Company notice or liability under the WARN Act or similar any state, local or foreign Laws. (f) With respect to each current independent contractor plant closing notice Law, affecting in whole or in part any facility, site of the Companyemployment, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director operating unit or employee of the Company. No employee of the Company has suffered an “employment loss” (as defined in the WARN Act or in the corresponding applicable Law any jurisdiction to which the Company is subject) during the ninety (90)-day period ending on the date of this Agreement or the comparable period set forth in corresponding applicable Law. (l) Except as has been mandated by Governmental Authority, as of the date of this Agreement, the Company has not had any direct workforce changes due to COVID-19 or applicable COVID-19 Measures, including any actual terminations, layoffs, furloughs, shutdowns (whether voluntary or by order of a Governmental Authority), or any changes to benefit or compensation programs, nor are any such changes currently contemplated.

Labor and Employment Matters. (a) All employment and consulting Contracts to which the Company is a party, and with respect to which the Company has any obligation have been made available to ShoulderUp and Holdings. Section 4.11(a4.12(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that and sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): : (i) title or position (including whether full or part time); (ii) work location; (iii) location and employing entity; (iviii) hire date; (viv) status as exempt or non-exempt from exemption treatment by the Company under applicable wage and hour requirementsLaws; (viv) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (viivi) 2023 target cash commission, bonus or other cash-based incentive based compensation target for 2021compensation; and (viiivii) accrued paid time off off. Except as set forth on Section 4.12(a) of December 31the Company Disclosure Schedule, 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As as of the date hereof, all compensation, including wages, commissions and bonuses and any severancetermination indemnities, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (bi) The There are no Actions pending or, to the knowledge of the Company, threatened against the Company by any of its current or former employees, which Actions would be material to the Company, taken as a whole; (ii) the Company is not, nor has it been for the past five (5) yearssince April 1, 2021, a party to, bound by, or negotiating any collective bargaining agreement or other contract Contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign labor relations agency; and (iv) since April 1, 2021, there has never been, nor, to the knowledge of the Company, has there ever not been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company. (c) The Company is and for the past three (3) years has been in compliance in all material respects with all applicable Laws and contracts Contracts relating to labor and the employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state state, local or local foreign Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is are not liable in any material amount for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does Except as would not have any result in material liability for the misclassification Company, (i) all current and former employees of any current the Company are properly classified as exempt or former employee as non-exempt under the Fair Labor Standards Act and applicable state and foreign wage and hour Laws; and (ii) all current and former independent contractors and temporary workers of the Company are properly classified under applicable Law. The Company does not have any material liability relating to Within the misclassification of any Person as an independent contractor rather than an employee. There past three (3) years, there have been no misclassification claims filed or or, to the knowledge of the Company, threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a) 3.7.1 Except as set forth on Schedule 3.7.1 of the Company Disclosure Schedule sets forth a trueSchedules, correct and complete list to the Company’s Knowledge, none of all the executive officers or management employees of the Company or any of its Subsidiaries has indicated to the Company or any of its Subsidiaries that he or she intends to resign or retire as a result of the transaction contemplated by this Agreement. 3.7.2 The Company has made available a schedule entitled “Schedule 3.7.2(a)” containing a complete and accurate list of all of the current employees of the Company and each of its Subsidiaries (collectively, the “Company Employees”), which list is current as of the date hereofApril 30, including any employee who is on a leave of absence of any nature2020, authorized or unauthorized, that sets forth describing for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): Company Employee: (i) title or the position (including whether full or part time)held; (ii) work location; (iii) employing entity; (iv) hire date; (v) status whether classified as exempt or non-exempt from for wage and hour requirementspurposes; (iii) date of hire; (iv) business location; (v) whether paid on a salary, hourly or commission basis; (vi) current regular hourly wage, annual base compensation rate (orsalary or commission rate, for hourly employees, the applicable hourly compensation rate)as applicable; (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021customarily scheduled hours per week; (viii) accrued paid time off as bonus potential; (ix) status (i.e., active or inactive and if inactive, the type of December 31, 2021leave and estimated duration); and (ixx) anticipated return the total amount of bonus, severance and other amounts to work date if employee is on be paid to such Company Employee at the Closing or otherwise in connection with the transactions contemplated hereby, assuming such person’s services were terminated in connection with the Closing. The Company has made available a leave schedule entitled “Schedule 3.7.2(b)” containing a complete and accurate list of absence. As all current natural persons who are independent contractors, consultants, temporary employees, leased employees or any other servants or agents performing services with respect to the operation of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees business of the Company or its applicable Subsidiary and classified by the Company or its applicable Subsidiary as other than a Company Employee or compensated other than through wages paid by the Company or its applicable Subsidiary through its payroll department and reported on a Form W-2 (“Contingent Workers”), which list is current as of April 30, 2020 and includes any Contingent Worker who has performed services for services performed on the Company or prior its Subsidiaries during the twelve (12) month period immediately preceding such date, and provides for each such Contingent Worker such individual’s role in the business, fee or compensation arrangements and other contractual terms with the Company or its applicable Subsidiary. 3.7.3 There is no, and during the past three (3) years there has been no, labor strike, picketing of any nature or lockout pending or, to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements)Knowledge, threatened, against or affecting the business of any Company or any of its Subsidiaries. All employees There is no, and during the past three (3) years there has been no, material labor dispute, work stoppage, slowdown or any other material concerted interference with normal operations, pending or, to Company’s Knowledge, threatened, against or affecting the business of the Company are employed at-will (other than or any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) its Subsidiaries. Neither the Company does not have a nor any of its Subsidiaries has any duty to bargain with any such union representing any Company Employees. To the Company’s Knowledge, except as set forth on Schedule 3.7.3, no union or other labor organization claims or demands to represent any Company Employees, and there are no organizational campaigns in progress with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no the Company Employees. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practice complaints practice, and there has been no such charge threatened or pending against in the last three (3) years. 3.7.4 Except as set forth on Schedule 3.7.4 of the Company before the National Labor Relations Board Disclosure Schedules or similar state or foreign agency; and (iv) there has never been, nor, as would not be material to the knowledge of Company and its Subsidiaries, taken as a whole: (i) the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Company. (c) The Company is and has been its Subsidiaries are in compliance in all material respects with all applicable Laws laws and contracts relating to labor and regulations respecting labor, employment, including Laws relating to human rights, pay equity, fair employment practices, employment discriminationwork place safety and health, harassment and retaliationworkers’ compensation, unemployment insurance, terms and conditions of employment, mass layoffs immigration and plant closings (including the Worker Adjustment and Retraining Notification Act work authorization, classification as exempt/non-exempt for purposes of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage analogous laws, classification as independent contractors or employees, and hour Laws. The wages and hours; (ii) nether the Company does not have nor any material liability relating of its Subsidiaries are delinquent in any payments to any Company Employee or Contingent Worker for any wages, salaries, commissions, bonuses, fees or other compensation due with respect to any services performed for it to the misclassification of any Person as an independent contractor rather than an employee. There date hereof or amounts required to be reimbursed to such Company Employees or Contingent Workers; (iii) there are no, and within the last three (3) years there have been no misclassification claims filed formal or informal grievances, complaints or charges with respect to employment or labor matters (including, without limitation, allegations of employment discrimination, sexual or other discriminatory harassment, sexual assault, retaliation or unfair labor practices) pending or threatened against the Company by or any current of its Subsidiaries in any judicial, regulatory or former employeesadministrative forum, independent contractors under any private dispute resolution procedure or temporary workers internally; (iv) to the Company’s Knowledge, none of the employment policies or practices of the Company or any of its Subsidiaries are currently being audited or investigated, or are subject to imminent audit or investigation by any Governmental Authority. Currently and during the past four ; (4v) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving neither the Company with respect to labor or employment matters, including nor any claims relating to unfair labor practices, discrimination, harassment, retaliationof its Subsidiaries is, or equal pay. The Company has not, and within the last four three (43) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters; (vi) the Company and each of its Subsidiaries is in material compliance with the requirements of the Immigration Reform Control Act of 1986; and (vii) except to the extent applicable with respect to employees covered by the employment agreement listed on Schedule 3.7.4 of the Company Disclosure Schedules, the Company Employees are at-will and no Company Employee is subject to any contract, expressed or implied, written or oral, with the Company or any of its Subsidiaries. 3.7.5 Except as set forth on Schedule 3.7.5(a) of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has, within the past three (d3) years, experienced a “plant closing,” “business closing,” or “mass layoff” as defined in the WARN Act or any similar state, local or foreign Law or regulation affecting any site of employment of the Company or any of its Subsidiaries or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries, and, during the ninety (90) day period preceding the date hereof, no Company Employee has suffered an “employment loss,” as defined in the WARN Act, with respect to the Company or any of its Subsidiaries. The Company has made available a schedule entitled “Schedule 3.7.5(b)” setting forth for each Company Employee who has suffered such an “employment loss” during the ninety (90) day period preceding the date hereof: (i) The Company has complied the name of such employee, (ii) the date of hire of such employee, (iii) such employee’s regularly scheduled hours over the six (6) month period prior to such “employment loss,” (iv) the reason for the “employment loss,” and is in compliance in all material respects with(v) such employee’s last job title(s), has not materially violatedlocation, and department(s). 3.7.6 To the extent that any Contingent Workers are used or engaged by the Company or any of its Subsidiaries, the Company and its applicable Subsidiaries have properly classified and treated them in accordance with applicable Laws and for purposes of all employee benefit plans and perquisites. All Company Employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are properly classified. 3.7.7 Except as set forth on Schedule 3.7.7 of the Company Disclosure Schedules: (i) no Company Employee is on a visa sponsored by the Company or any of its Subsidiaries which visa will require continued sponsorship; and (ii) neither the Company nor any of its Subsidiaries has, within the past three (3) years, received a “no match” letter from the Social Security Administration concerning any current or former Company Employee. A USCIS Form I-9 has been properly prepared and retained for each Company Employee as required by Law. Seller has no Knowledge that any such Form I-9 was improperly prepared or that false documentation was provided in connection with satisfying the requirements of such Form I-9. 3.7.8 No representative of the Company or any of its Subsidiaries has made any representation, promise or guarantee, express or implied, to any Company Employee or Contingent Worker regarding: (i) whether the Company or its Subsidiaries intends to retain such individual; or (ii) terms and conditions on which the Company or its Subsidiaries may retain or offer to retain such individual. 3.7.9 Except as set forth on Schedule 3.7.9 of the Company Disclosure Schedules, each Company Employee has entered into a confidentiality and assignment of inventions agreement with the Company or its applicable Subsidiaries, a copy of which has been made available to Buyer. Except as set forth on Schedule 3.7.9 of the Company Disclosure Schedules, to the Company’s Knowledge, no Company Employee: (i) is party to any agreement with any prior employer that limits or purports to limit the ability of the Company Employee to compete in any line of business or with any Person or in any geographic area or during any period of time; or (ii) has any other obligations to a prior employer that is violated by the performance of the Company Employee’s duties on behalf of the Company or its applicable Subsidiaries. 3.7.10 To the Company’s Knowledge, there have been no workplace accidents, injuries, or exposures in the last twelve (12) months involving any Company Employee which are likely to result in, but have not in material violation ofyet resulted in, and a claim for worker’s compensation payments or benefits. 3.7.11 To the Company’s Knowledge, within the last three (3) years: (i) no Company Employee or Contingent Worker has not received made any notices allegation of material non-compliance sexual harassment against the Company or violation or alleged material non-compliance or violation with respect to, against any Law relating or pertaining to COVID-19Company Employee who is an executive officer of the Company; and (ii) the Company has taken reasonable steps not entered into any settlement agreements related to minimize potential workplace exposure in light allegations of COVID-19sexual harassment made by a Company Employee or Contingent Worker. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) 3.7.12 Except as set forth on Schedule 3.7.1 of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries is subject to any affirmative action obligations under any Law, including, without limitation, Executive Order 11246, and neither the Company nor any of its Subsidiaries is a government contractor or subcontractor for purposes of any Law with respect to the terms and conditions of employment, including without limitation, the Service Contracts Act or prevailing wage Laws. 3.7.13 Schedule 3.7.13 of the Company Disclosure Schedules sets forth for each such person a true, correct and complete list of all severance Contracts and employment Contracts, pursuant to which any employee is anticipated to receive, or has received as of the date of this Agreement, compensation in excess of fifty thousand dollars (i$50,000) their role in the business of the Company; (ii) the initial date they were retained fiscal year ending December 31, 2019, to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including and/or any Subsidiary is a party or by which the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)Company and/or any Subsidiary is bound. (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(aSchedule 5.12(a) of the Company Disclosure Schedule sets forth Schedules contains a true, correct and complete list of all (x) employees of the Company Acquired Companies, and (y) employees of any Affiliate of the Acquired Companies or the Seller Parties who primarily devote their working time providing services related to the Business (the employees described in clauses (x) and (y), collectively, the “Business Employees”), which list is current as of three (3) Business days prior to the date hereofof this Agreement, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth describing for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): Business Employee: (i) title or position (including whether full or part time)the entity that employs such Business Employee; (ii) work locationname and the position held; (iii) employing entity; (iv) hire date; (v) status whether classified as exempt or non-exempt from for wage and hour requirementspurposes under the Fair Labor Standards Act and similar state Laws; (iv) date of hire; (v) work location; (vi) current annual base compensation rate (orwhether paid on a salary, for hourly employeeshourly, the applicable hourly compensation rate)or commission basis; (vii) target cash commissionregular hourly wage, bonus annual salary or other cash-based incentive based compensation target for 2021commission rate, as applicable; (viii) accrued paid time off as bonus potential; (ix) status (i.e., active or inactive and if inactive, the type of December 31, 2021leave and estimated duration); (x) visa status (including type of visa and sponsoring entity); and (ixxi) anticipated return to work date if employee accrued, unused vacation and other paid time off. The employment of each Business Employee is on a leave of absence. As “at will.” Except as set forth in Schedule 5.12(a) of the date hereofDisclosure Schedules, the Business Employees are sufficient in number and skill to operate the Business in all compensation, material respects as it was conducted by the Seller Parties and their Affiliates (including wages, commissions and bonuses and any severance, due and payable to all current and former employees the Acquired Companies) as of the Company for services performed on or immediately prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)Closing. (b) The Company is not, nor has been for the past five (5Schedule 5.12(b) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the CompanyDisclosure Schedules contains a true, (i) are there any activities or proceedings correct and complete list of any labor union to organize any such all the independent contractors, consultants, temporary employees, (ii) the Company does not have a duty to bargain with leased employees or any such union other servants or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute agents currently performing material services with respect to the Companyoperation of the Business and who are compensated in excess of $25,000 in any twelve (12)-month period (“Contingent Workers”), which list is current as of October 21, 2024, describing for each such Contingent Worker: (A) name and role in the business, (B) fee or compensation arrangement, (C) work location, and (D) consulting period. (c) The Company is Acquired Companies and, with respect to the Business, the Seller Parties and has been their Affiliates, are, and for the Lookback Period have been, in compliance in all material respects with all applicable Laws respecting labor, employment and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, including all Laws respecting terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements requirements, plant closings and mass layoffs (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19the WARN Act), wages and all Laws related to wageshours (including the classification and treatment of exempt and non-exempt employees and of independent contractors), hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, employment taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, disability rights or benefits, equal pay. The Company has notemployment opportunity, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas and work status), labor relations, collective bargaining, pay transparency, restrictive covenants, affirmative action, employee leave requirements, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment mattersunemployment insurance. (d) Neither the Acquired Companies nor any Affiliate of the Acquired Companies or the Seller Parties are currently, or during the Lookback Period has been, a party to or bound by any collective bargaining agreement or other Contract with any labor union, works council, or other labor organization (ieach, a “Labor Agreement”) The Company has complied and is in compliance in all material respects with, has not materially violatedwith respect to the Business or the Business Employees, and to the Knowledge of the Seller Parties, there is not in material violation ofcurrently no, and during the Lookback Period there has not received been no, union organizing activities or similar organized effort by any notices of material non-compliance labor union to organize any Business Employees into one or violation more collective bargaining units, or alleged material non-compliance otherwise against or violation affecting the Acquired Companies or against the Seller Parties or their Affiliates (with respect toto the Business and the Business Employees). No Business Employees are represented by a labor union, works council, or other labor organization or employee representative. There are no pre-signing notice, information, consultation or bargaining obligations owed to the Business Employees or their representatives with respect to the Transactions under applicable Law or any Law relating Labor Agreement or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19other Contract with an employee representative body. (e) There has been During the Lookback Period, neither the Acquired Companies nor, with respect to the Business, the Seller Parties or their Affiliates have (i) experienced any strike or material grievance, lockout, work stoppage, picketing, handbilling, material labor grievance, material labor arbitration, or other material labor claim of unfair labor practice charges or other material labor dispute, and will be no layoffnone are pending or, plant closing, termination, redundancy or any other forms of employment losses in to the six-month period prior to Closing that would trigger the obligations Knowledge of the Company under Seller Parties, expressly threatened in writing, (ii) committed any material unfair labor practice, or (iii) received any written communication of the WARN Act intent of any Governmental Authority responsible for the enforcement of labor or similar stateemployment Laws to conduct an investigation of the Acquired Companies, local or foreign Lawswith respect to the Business, of the Seller Parties or their Affiliates and, to the Knowledge of the Seller Parties, no such investigation is in progress. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liabilityliability for the Acquired Companies or, with respect to the Business, for the Seller Parties or their Affiliates: (i) each Acquired Company and, with respect to the Business, the Company Seller Parties and each of their Affiliates, have fully and timely paid all wages, salaries, overtime, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to their current or former employees and independent contractors under applicable Law, Contract or policy; and (ii) each individual who is providing or within the past three (3) years has provided services to the Acquired Companies or to the Business and who is or was classified and treated as an (A) exempt employee, or (B) independent contractor, consultant, leased employee, or other non-employee service provider, in each case, is and has been properly completed all reporting classified and verification requirements pursuant to Law regarding work authorization and immigration treated as such for all applicable purposes. (g) To the Knowledge of its employeesthe Seller Parties, including no current or former employee or independent contractor of the Form I-9 and has retained for each former and current employee Acquired Companies or of the Form I-9 for Business is in any material respect in violation of any term of any nondisclosure agreement or obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, or other restrictive covenant obligation (i) owed to any Acquired Company (or, with respect to the periods required Business, owed to comply the Seller Parties or any of their Affiliates), or (ii) owed to any third party with respect to such person’s right to be employed or engaged by the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) Acquired Companies or provide services to the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)Business. (h) The Each Acquired Company and, with respect to the Business, the Seller Parties and each of their Affiliates, has not entered into a Contract to settle any claims of promptly, thoroughly, and impartially investigated all sexual harassment or sexual misconduct by other discrimination, retaliation or policy violation allegations of which any officerof them are or have been aware. With respect to each such allegation with potential merit, director or employee the Acquired Companies and, with respect to the Business, the Seller Parties and their Affiliates, have taken prompt corrective action that is reasonably calculated to prevent further improper action. None of the CompanyAcquired Companies, the Seller Parties, or any of their Affiliates reasonably expect any material liabilities with respect to any such allegations and are not aware of any such allegations that would indicate a breach of fiduciary duty or that, if known to the public, would bring the Acquired Companies or the Business into material disrepute.

Labor and Employment Matters. (a) Section 4.11(aSchedule 3.15(a) of the Company Disclosure Schedule sets forth contains a true, correct true and complete list of all employees of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): (i) each individual employed by the Company, (ii) the title or position of such employee (including whether full or part time); (ii) work location; , (iii) employing entity; the rate of current base compensation payable to such employee, (iv) hire date; any accrued vacation or accrued or deferred bonus payments payable to such employee, (v) status as exempt any contingent, deferred or non-exempt from wage incentive compensation payable to such employee, and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; directors and (ix) anticipated return to work date if employee is on a leave of absence. As officers of the date hereof, all compensation, including wages, Company. All commissions and bonuses and any severance, due and payable to all current and former employees by the Company as of the Company Closing Date to such employees, or to any Person engaged as a consultant or contractor, for services performed on or prior to before the date hereof Closing Date will have been been, as of the Closing Date, either paid in full (or are properly accrued in full in for on the books of the Company’s financial statements). All To the Knowledge of the Company, no executive or employee of the Company, and no group of employees of the Company, has any plans to terminate their employment with the Company (whether as a result of the consummation of the transactions contemplated by this Agreement or otherwise). Except as set forth on Schedule 3.15(a), the Company has not, at any time after December 31, 2011, increased the rate of current base compensation payable to any employee. Any such increases in the rate of current base compensation payable to any employee since December 31, 2011 that are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)set forth on Schedule 3.15(a) have been made in the ordinary course of business. (b) Except for any Contract set forth on Schedule 3.9(a), no employee of the Company has an employment arrangement that is not “at will.” Except as set forth in Schedule 3.15(b), the consummation of the transactions contemplated by this Agreement will not entitle any employee to any change in control payments, severance payments, bonus, retirement allowance or benefit or any other type of payment due to any Contract between the Company and any such employee. (c) The Company is not, nor has been for the past five (5) years, not a party to, or bound by, or negotiating any collective bargaining agreement or other contract Contract with a union, works council union or other labor organization applicable representing any of its employees, and there are no unions or other labor organizations representing, purporting to persons employed by the Company, norrepresent or, to the knowledge Knowledge of the Company, (i) are there any activities or proceedings of any labor union attempting to organize represent any such employeesemployee. For the past five years, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge Knowledge of the Company, has there ever been any threat of of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption activity or dispute affecting the Company or any of the employees. (d) The Company has complied, and is in compliance, in all material respects with respect all Laws applicable to the Company pertaining to employment and employment practices relating to its employees, including all Laws applicable to the Company relating to labor relations, equal employment opportunities, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, health and safety, workers’ compensation, leaves of absence and unemployment insurance. There are no Actions pending or, to the Knowledge of the Company, threatened against the Company to be brought or filed by or with any Government Entity or arbitrator in connection with the employment of any current or former employee, consultant or independent contractor of the Company, including any Actions relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay or any other employment related matter arising under Laws applicable to the Company. (ce) The Company has complied, and is and has been in compliance compliance, in all material respects with all Laws applicable Laws and contracts to the Company relating to labor and employmentits employees, including Laws provisions relating to employment practices, employment discrimination, harassment and retaliationhiring, terms and conditions conditions, termination, collective bargaining and the withholding and payment of employmentsocial security and other Taxes. For the past five years, mass layoffs the Company has not incurred, and plant closings (including no circumstances exist under which the Company would reasonably be expected to incur, any Liability arising from the misclassification of any former or current employee as consultants or independent contractors or from the misclassification of consultants or independent contractors as employees of the Company. For the past five years, the Company has not violated the Worker Adjustment and Retraining Notification Act of 1988Act, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Lawsamended. (f) With respect to each current independent contractor To the Knowledge of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or no employee of the Company, is a party to any confidentiality agreement, non-competition agreement or proprietary rights agreement with any other third party that could reasonably be expected to affect the Company or the employee’s duties with respect to the Business following the Closing.

Labor and Employment Matters. (a) Section 4.11(a3.15(a) of the Company Seller Disclosure Schedule Schedules sets forth a true, correct and complete list of all of the employees of the Company as of Companies and the date hereof, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that sets forth for each such individual the following, in each case, Subsidiaries as of the date hereof (except as specified in clause (viiithe “Company Employees”) and, with respect to each Company Employee, his or (viii), which shall be as of the dates specified therein): her: (i) title or position (including whether full or part time); principal job location, (ii) work location; job title, (iii) employing entity; hire date, (iv) hire date; full or part-time status, (v) status as exempt annualized salary or non-exempt from wage hourly rate of pay, for the past three years, vacation entitlement and hour requirements; accrual, and details of any further compensation for which they are eligible (including overtime pay), and (vi) current annual base compensation rate (or, for hourly employees, disclose whether the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a any leave of absence (and, if so, the nature of that leave of absence). As To the Knowledge of the Sellers, on the date hereofof this Agreement, all compensationno officer, including wages, commissions and bonuses and any severance, due and payable or employee plans to all current and former employees terminate employment with a Company or a Subsidiary during the next six (6) months except as set forth in Section 3.15(a) of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)Seller Disclosure Schedules. (b) The No Company or Subsidiary is nota party to or bound by any collective bargaining agreement, letter of understanding, letter of intent or other written communication with any trade union or association that may qualify as a trade union, nor has been for it experienced any strike or grievance, claim of unfair labor practices, or other collective bargaining dispute within the past five three (53) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by . To the Company, nor, to the knowledge Knowledge of the CompanySellers, (i) are there any activities is no organizational effort presently being made or proceedings threatened by or on behalf of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours employees of a Company or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the Companya Subsidiary. (c) The Each Company and Subsidiary is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and respecting employment, including Laws relating to employment standards, occupational safety and health, workers compensation, human rights and unfair labor practices. Within the past twenty-four (24) months, employment discrimination, harassment and retaliation, terms and conditions no Company or Subsidiary has implemented any plant closing or layoff of employment, mass layoffs and plant closings (including employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended amended, The Employment Standards Code (the “WARN Act”Manitoba), or any similar state foreign, state, provincial or local Laws)Law. None of the Companies or Subsidiaries is subject to any settlement agreement, immigrationconciliation agreement, meal letter of commitment, deficiency letter or consent decree with any present or former employee, consultant or applicant for employment, labor union or other employee representative, or any Governmental Authority or arbitrator relating to claims of employment standards violations, unfair labor practices, employment discrimination, or other claims with respect to employment and rest breaks, payroll documents labor practices and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19)policies, and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate no Governmental Authority or arbitrator has issued a judgment, order, decree, injunction, decision, award, assessment, penalty, fine, charge or finding with respect to the employment and is not liable for any arrears of wages, taxes, social contributions, penalties labor practices or other sums for failure to comply with any policies of the foregoing. The Company does not have any material liability for Companies or the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employeeSubsidiaries that would be a Material Adverse Effect. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledgeKnowledge of the Sellers, any threatened Actions, involving the Company Proceeding with respect to labor the employment or employment matterslabour practices or policies of the Companies or the Subsidiaries. Except as set forth on Section 3.15 of the Seller Disclosure Schedules, including any claims relating at all times prior to unfair labor practicesthis Agreement, discrimination, harassment, retaliation, or equal pay. The Company has not, each of the Companies and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not Subsidiaries was in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and the employment verification provisions (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 paperwork and has retained for each former documentation requirements) and current employee the Form I-9 for the periods required to comply with anti-discrimination provisions of the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee of the Company.

Labor and Employment Matters. (a) Section 4.11(a4.13(a) of the Company Disclosure Schedule sets forth contains a true, correct and complete list of all persons who are (x) employees of the each Company as and each Subsidiary and (y) employees of any other Affiliate of the date hereofCompanies or the Seller Parties but that provide a substantial portion of their time providing services related to the Business (collectively, the employees covered by the foregoing (x) and (y), the “Business Employees”), in each case including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, that . Section 4.13(a) of the Disclosure Schedule sets forth for each such individual the following, in each case, Business Employee as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): following: (i) name, (ii) job title or position (including whether full full-time or part part-time); (ii) work location; , (iii) employing entity; status (i.e., hourly, salaried, on-call, temporary, casual), (iv) hire date; , (v) status as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate or current hourly wage or rate, as applicable, (orvi) current classification under the federal Fair Labor Standards Act (“FLSA”) (i.e., for hourly employeesexempt, the applicable hourly compensation ratenon-exempt); , (vii) target cash commission, bonus bonus, or other cashincentive-based incentive based compensation target for 2021; compensation, and (viii) accrued paid time off as of December 31, actual compensation received (including base and incentive compensation) in 2021; and (ix) anticipated return to work date if employee is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company Companies and their Subsidiaries and any other Business Employee for services performed on or prior to the date hereof have been paid in full (and there are no outstanding agreements, understandings or are accrued in full in the Company’s financial statements). All employees commitments of the Company are employed at-will (other than Companies or any jurisdiction where at-will Subsidiaries with respect to any compensation, commissions or bonuses, except as set forth on Section 4.13(a) of the Disclosure Schedule. Except as set forth in Section 4.13(a) of the Disclosure Schedule, the employment would not be permitted by Law)of each Business Employee is “at will”. (b) The Company is not, nor has been for Section 4.13(b) of the past five Disclosure Schedule contains a list of all individuals who are consultants or independent contractors that are (5x) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed engaged by the Company, nor, Companies or any of their Subsidiaries or (y) engaged by any other Affiliate of the Companies or the Seller Parties but that provide a substantial portion of their time providing services related to the knowledge Business (collectively, the individual consultants and independent contractors covered by the foregoing (x) and (y), the “Business Consultants”), in each case whether doing business as an entity or not. Section 4.13(b) of the Company, Disclosure Schedule also sets forth for each Business Consultant the following: (i) are there any activities name of individual or proceedings of any labor union to organize any such employees, entity; (ii) the Company does not have a duty to bargain with any entity engaging such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employeesBusiness Consultant; (iii) status (i.e., consultant, independent contractor, sales representative, licensed reseller); (iv) date the engagement or Contract began; (v) duration of engagement or Contract; and (vi) description of material terms under the engagement or Contract, including payment or other reimbursement for service provided, confidentiality and assignment of intellectual property rights and cancellation or termination of the arrangement with or without notice. As of the date hereof, all payments that are payable to all current and former independent contractors or consultants by the Companies and their Subsidiaries for services performed on or prior to the date hereof have been paid in full and there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board outstanding agreements, understandings or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge commitments of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute Companies and their Subsidiaries with respect to the Companyany other payments of any kind. (c) The Company is Companies and has all of their Subsidiaries and the Business as conducted prior to effectuating the Reorganization are and have for the past four (4) years been in compliance in all material respects with all applicable Laws relating to employment and contracts employment practices with respect to the Business, Business Employees, and Business Consultants, including all Laws relating to labor and employmentrelations, including Laws relating to equal employment opportunities, fair employment practices, employment discrimination, harassment and harassment, retaliation, terms and conditions of employmentreasonable accommodation, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), disability rights or any similar state or local Laws)benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and rest breaksbreak periods, payroll documents privacy, health and wage statements, pay equity, affirmative action obligationssafety, workers’ compensation, leaves of absence and unemployment insurance. None of the classification Companies nor any of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19)their Subsidiaries has, and all could not reasonably be expected to have, any actual or potential liability (i) as a joint employer with any other Person with respect to Business Employees and/or Business Consultants, including for any alleged violations of any applicable Laws related to wagesBusiness Employees and/or Business Consultants, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any (ii) arising out of the foregoing. The Company does not have any material liability for the misclassification classification or treatment of any current or former employee consultants or independent contractors or any other Business Consultant as an independent contractor under applicable Laws, including all applicable Laws pertaining to employment and employment practices, or (iii) arising out of the classification or treatment of any current and former employees of the Companies or any of their Subsidiaries or any other Business Employees as exempt under the Fair Labor Standards Act FLSA and/or state and applicable state local wage and hour Lawslaws. The Company does not have Companies and their Subsidiaries maintain current employee files containing evidence of hours worked for all non-exempt Business Employees, together with accurate pay records for all Business Employees. (d) None of the Companies nor any material liability relating of their Subsidiaries, nor the Business as conducted prior to the misclassification effectuating the Reorganization, is, or has at any time in the past four (4) years been, a party to, bound by, or negotiated any collective bargaining agreement or other Contract with a Union with respect to the Business, Business Employees, or Business Consultants, and there is not, and has not been at any time in the past four (4) years, in each case, to the Companies’ Knowledge, any Union representing or purporting to represent any employee or other individual service provider of the Companies or any Person as an independent contractor rather than an employeeof their Subsidiaries or any other Business Employees or Business Consultants, and, no Union or group of Business Employees or Business Consultants is seeking or has in the past four (4) years sought to organize such employees for the purpose of collective bargaining. There have been None of the Companies nor any of their Subsidiaries has a duty to recognize or bargain with any Union, and no misclassification claims filed Union has requested recognition or threatened against bargaining by or with the Company by Companies or any of their Subsidiaries, in each case with respect to the Business, Business Employees, or Business Consultants. (e) As of the date hereof, none of the Companies nor any of their Subsidiaries nor the Business has experienced any, or received any threat of any, employment claim or charge, labor dispute between the Companies or any Subsidiaries and any Union, strike or material grievance, work stoppage, work slowdown, lockout, concerted refusal to work overtime, picketing, or other similar labor disruption directed at or affecting the Companies or any of their Subsidiaries or any current or former employeesemployees or other individual service providers of the Companies or any of their Subsidiaries or any other Business Employees or Business Consultants, claim of unfair labor practices by or on behalf of any current or former employees or other individual service providers of the Companies or any of their Subsidiaries or any other Business Employees or Business Consultants, or other collective bargaining dispute relating to or affecting the Companies or any of their Subsidiaries or any current or former employees or other individual service providers of the Companies or any of their Subsidiaries during the four (4) years prior to the date hereof and none are pending or, to the Companies’ Knowledge, threatened in writing. None of the Companies nor any of their Subsidiaries has committed any material unfair labor practice during the four (4) years prior to the date hereof. (f) Except as set forth on Section 4.13(f) of the Disclosure Schedule, there are no Proceedings against the Companies or any of their Subsidiaries or the Business as conducted prior to effectuating the Reorganization pending, or to the Knowledge of the Companies, threatened to be brought or filed against the Companies or any of their Subsidiaries, by or with any Governmental Authority or arbitrator under any applicable Laws in connection with the employment, engagement, classification or treatment of any current or former applicant, employee, consultant, volunteer, intern or independent contractors contractor or temporary workers other individual service provider of or by the Companies or any of their Subsidiaries or by or with respect to any other Business Employees or Business Consultants, including, without limitation, any claim under any applicable Laws relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wages and hours, work conditions, privacy, health and safety, overtime compensation, unemployment insurance, workers’ compensation insurance, or any other employment related matter, nor have there been any requests of or notifications related to any such Proceedings, including any audits or investigations, from any Governmental Authority. Currently and during . (g) In the past four (4) years, there is has been no “mass layoff” or “plant closing” as defined by the federal Worker Adjustment and there have not been any pending or threatened Actions, or, Retraining Notification Act of 1988 (“WARN”) related to the Companies or any of their Subsidiaries and none of the Companies nor any of their Subsidiaries has incurred any liability under WARN or any applicable similar state or local Laws. No Affiliate of Buyer (including without limitation each Surviving Company’s knowledge) will incur any liability under WARN or any applicable similar state or local Laws as a result of the Transactions or that may be based, in whole or in part, on any threatened Actions, involving the Company layoffs or employment terminations with respect to labor employees of the Companies or any of their Subsidiaries that have occurred prior to the Closing. There have been no “employment matters, including losses” as defined under WARN as to any claims relating to unfair labor practices, discrimination, harassment, retaliation, employees of the Companies or equal pay. The Company has not, and any of their Subsidiaries of Business Employees within the last four six (46) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign LawsClosing. (fh) With respect to each current independent contractor To the Knowledge of the CompanyCompanies, Section 4.11(f) all Business Employees are legally authorized to work in the United States either because of their status as United States citizens, legal permanent residents, or by virtue of possessing a visa under applicable Laws relating to immigration control which visa allows for such employees to work in the United States. None of the Company Disclosure Schedule sets forth Companies nor any of their Subsidiaries has hired, recruited or referred for each such person (i) their role a fee a Person who is not legally authorized to be employed in the business of United States, or knowingly employed a Person that is not legally authorized to be employed in the Company; (ii) United States or continued to employ a Person knowing the initial date they were retained Person ceased to perform services; (iii) be legally authorized to be employed in the primary location from which services are performed; (iv) United States. The Companies and their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has Subsidiaries have properly completed all reporting and verification requirements pursuant to, and have otherwise complied with, all Laws relating to Law regarding work authorization and immigration control for all of its their employees, agents and contractors, including the Form I-9 I-9. The Companies and has their Subsidiaries have retained for each former and current employee and Business Employee the Form I-9 for throughout such employee’s period of employment with the periods required applicable Company. None of the Companies nor any of their Subsidiaries has received any notice from any Governmental Authority that the Companies or such Subsidiary is in violation of any Law pertaining to comply with immigration control or that any current or former employee, agent, contractor, or other individual service provider of the Companies or any Subsidiary is or was not legally authorized to be employed in the United States or is or was using an invalid social security number and there is no pending, or to the Knowledge of the Companies threatened, charge or complaint under the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) 1986 against the Immigration Act Companies or any of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)their Subsidiaries. (hi) The Company has not entered into a Contract to settle There are no workplace conditions at any claims of sexual harassment or sexual misconduct by any officer, director or employee of the CompanyCompanies’ and their Subsidiaries’ worksite that could reasonably be considered to violate any Occupational Safety and Health Act, or similar state or local Laws and requirements.

Labor and Employment Matters. (a) Section 4.11(aSchedule 4.14(a) of the Company Disclosure Schedule sets forth a trueforth, correct and complete list of all employees of the Company with respect to each current Employee as of the date hereof, hereof (including any employee Employee who is on a leave of absence with a right to return) (collectively, the “Current Employees”), (i) the name of any natureeach Current Employee and the date as of which such Current Employee was originally hired by the Company, authorized and whether the Current Employee is on an active or unauthorizedinactive status, that sets forth for each (ii) such individual the following, in each case, Current Employee’s title; (iii) such Current Employee’s annualized compensation as of the date hereof (except as specified in clause (viii) or (viii)of this Agreement, which shall be as of the dates specified therein): (i) title or position (including whether full or part time)base salary, vacation and/or paid time off accrual amounts, bonus and/or commission potential, severance pay potential, and any other compensation forms; (ii) work location; (iii) employing entity; and (iv) hire date; (v) status as exempt or non-exempt from wage any Governmental Authorization that is held by such Current Employee and hour requirements; (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee that is on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid used in full (or are accrued in full in connection with the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)business. (b) Persons engaged by the Company as independent contractors, rather than employees, have been properly classified as such, are not entitled to any benefits to which regular, full-time Employees are entitled to, and have been engaged in compliance in all material respects with all applicable foreign, federal, state and/or local Laws. (c) The name of each Current Employee that has an employment agreement with the Company is set forth on Schedule 4.14(c). The Company has made available to Parent a copy of the standard form employment agreement to which each of the Current Employees specified on Schedule 4.14(c), except as otherwise noted in Schedule 4.14(c). Except as set forth in Schedule 4.14(c), the employment of each of the Current Employees is notterminable by the Company at will. All agreements that provide that a Current Employee is not employed at will are identified in Schedule 4.14(c). (d) The Company has delivered to Parent accurate and complete copies of all employee manuals and handbooks, nor has been for employment policy statements, employment agreements, and other materials relating to the past five employment of the Current Employees. (5i) yearsExcept as provided in Schedule 4.14(e)(i), a party to, bound by, none of the Current Employees have given the Company written notice terminating his or negotiating any collective bargaining agreement or other contract her employment with a union, works council or labor organization applicable to persons employed by the Company, noror terminating his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement, or, to the knowledge of the Company, expressed or otherwise indicated that he or she will not accept employment with Parent; (iii) the Company has no present intention to terminate the employment of any Current Employee, except for those Current Employees specified on Schedule 4.14(e)(ii) who are there being terminated in connection with the transactions contemplated by this Agreement; (iii) to the Company’s knowledge, no Current Employee has received, nor is currently considering, an offer to join a business that likely would be competitive with the Company’s; (iv) to the Company’s knowledge, no Current Employee, consultant or contractor is a party to or is bound by any employment contract, patent disclosure agreement, noncompetition agreement, any other restrictive covenant or other contract with any Person other than the Company, or subject to any judgment, decree or order of any court or administrative agency, any of which could reasonably be expected to have a Company Material Adverse Effect or a material adverse effect in any way on the performance by such Person of any of his or her duties or responsibilities for the Company, (v) to the Company’s knowledge, no Current Employee is in violation in any material respect of any term of any employment contract, patent disclosure agreement, noncompetition agreement, or any other restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company; and (vi) the Company is not, and has never been, engaged in any dispute or litigation with an Employee regarding Intellectual Property matters. (f) The Company is not presently, and has not been in the past, a party to or bound by any union contract, collective bargaining agreement or similar contract. The Company does not know of any activities or proceedings of any labor union to organize any such employeesEmployees. (g) The Company is not engaged, (ii) and to the Company does not have a duty to bargain with Company’s knowledge has never been engaged, in any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against of any nature, which, if adversely determined, would, individually or in the Company before aggregate, result in any material liability to the National Labor Relations Board or similar state or foreign agency; and (iv) there Company. There has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockoutlabor dispute or union organizing activity, concerted refusal or any similar activity or dispute, affecting the Company or any Employees. There is not now pending, and to the Company’s knowledge no Person has threatened to commence, any such slowdown, work overtime stoppage, labor dispute, union organizing activity or any similar activity or dispute, nor has any event occurred, nor does any condition or circumstance exist, that could reasonably be expected to directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute, union organizing activity or any similar activity or dispute. (h) The Employees have been, and currently are, properly classified under the Fair Labor Standards Act of 1938, as amended, and under any applicable state Law. The Company is not delinquent to, and has not failed to pay, any of its Employees, consultants or contractors for any wages (including overtime), salaries, commissions, bonuses, deferred compensation pursuant to any salary deferral plan or similar arrangement, benefits or other similar labor disruption direct compensation for any services performed by them, or dispute amounts required to be reimbursed to such individuals as of the date hereof. The Company is not liable for any payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the Companynormal course of business and consistent with past practice). (ci) The Company has not an established written or otherwise binding severance pay practice or policy. Except as set forth in Schedule 4.14(i), (i) the Company is not liable for any severance pay, bonus compensation, acceleration of payment or vesting of any equity interest, or other payments (other than accrued salary, vacation, or other paid time off in accordance with the Company’s policies) to any Employee arising from the termination of employment under any benefit or severance policy, practice, agreement, plan, program of the Company, applicable Law or otherwise; and (ii) as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company of any Persons employed by the Company on or prior to the Closing Date, the Company will not have (A) any liability that exists or arises, or may be deemed to exist or arise, under any Company benefit or severance policy, practice, agreement, plan, program, applicable Law or otherwise, including, but not limited to, any severance pay, bonus compensation or similar payment, or (B) to accelerate the time of payment or vesting, or increase the amount of or otherwise enhance any benefit due any Employee. Except as set forth in Schedule 4.14(i), upon termination of the employment of such Employees, consultants or contractors, Parent will not be liable to any such employees, consultants and/or contractors for any severance pay, accelerated vesting, or any other payments whatsoever (other than in accordance with Parent’s policies). (j) The Company is and has been in compliance in all material respects with all applicable Laws foreign, federal, state and local Laws, rules, regulations, agreements, contracts relating to labor and promises respecting employment, including Laws relating to employment practices, employment discrimination, harassment and retaliationemployee benefits, terms and conditions of employment, mass layoffs immigration matters, labor matters, and plant closings wages and hours, in each case, with respect to its Employees. (including the Worker Adjustment and Retraining Notification Act of 1988, k) Except as amended (the “WARN Act”set forth on Schedule 4.14(k), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been there are no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, threatened, before any Governmental Authority by any Employees for compensation, pending severance benefits, vacation time, vacation pay or pension benefits, or any other claim threatened Actionsor pending before any Governmental Authority (or any state “referral agency”) from any Employee or any other Person arising out of the Company’s status as employer, involving whether in the Company with respect to labor or form of claims for employment mattersdiscrimination, including any claims relating to harassment, unfair labor practices, discriminationgrievances, harassmentwrongful discharge, retaliationbreach of contract, tort, unfair competition or otherwise. In addition, there are no pending, or equal pay. The to the knowledge of the Company, threatened claims or actions against the Company has not, and within the last four (4) years has not been, subject to under any order, decree, injunction workers compensation policy or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matterslong-term disability policy. (dl) (i) The Company has complied Except as set forth on Schedule 4.14(l), the Company, and to the Company’s knowledge each Current Employee, is in compliance in all material respects with, has not materially violatedwith all applicable visa and work permit requirements, and is not in material violation of, and has not received any notices no visa or work permit held by a Current Employee will expire during the six (6) month period beginning at the date of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19this Agreement. (em) There has been The execution and will be no layoffdelivery of this Agreement and the Transaction Documents to which the Company is a party, plant closing, termination, redundancy or any other forms of employment losses in and the six-month period prior to Closing that would trigger the obligations consummation of the Company under transactions contemplated hereby and thereby, will not (either alone or upon the WARN Act occurrence of any additional or similar statesubsequent events), local or foreign Laws. (f) With respect to each current independent contractor nor the carrying on of the Company’s business as presently conducted or as presently proposed to be conducted nor any activity of any Company officers, Section 4.11(f) of directors, Current Employees or consultants in connection with the Company Disclosure Schedule sets forth for each such person (i) their role in the business carrying on of the Company; (ii) the initial date they were retained ’s business as presently conducted or as presently proposed to perform services; (iii) the primary location from which services are performed; (iv) their fee be conducted, will conflict with or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract to settle any claims of sexual harassment or sexual misconduct by any officer, director or employee breach of the Companyterms, conditions or provisions of, or constitute a default under, any material contract or agreement under which any of such officers, directors, Current Employees or consultants is now bound.

Labor and Employment Matters. (a) Set forth on Section 4.11(a4.14(a) of the Company Seller Disclosure Schedule sets forth Schedules is a true, complete and correct and complete list of all employees of the Company list, as of five (5) Business Days prior to the date hereofEffective Date, including of each current Business Employee employed by any Group Company (and with respect to the US Receiptco Employees, any Iconex Company), including, any employee who is on a leave of absence of any nature, authorized paid or unauthorizedunpaid, that sets forth for each such individual and to the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): extent permitted by applicable privacy Law: (i) title name or position (including whether full or part time); employee identification number, (ii) work location; location (by city, state and country, as applicable), (iii) employing entity; job title or position, (iv) hire date; annual fixed gross salary or hourly wage rate for fiscal year 2024, (v) status employing entity, (vi) Fair Labor Standards Act classification as exempt or non-exempt from wage and hour requirements; (vi) current annual base compensation rate (orexempt, for hourly employeesas applicable, the applicable hourly compensation rate); (vii) target cash commissionan indication of those who are part of the bargaining unit covered by the CBA (e.g., bonus or other cashunion vs. non-based incentive based compensation target for 2021; union), (viii) accrued accrued, unused vacation and paid time off as of December 31time-off, 2021; and (ix) anticipated return to work date if employee is on a leave start of absence. As of the date hereofservice or employment date, all compensation, including wagesand (x) eligibility for bonuses, commissions and bonuses and any severance, due and payable to all current and former employees of the Company or other incentive compensation for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)fiscal year 2024. (b) The Company is not, nor has been Except for the past five (5) yearsCBA, a neither any Group Company with respect to any Business Employee employed by any Group Company nor any Iconex Company with respect to any US Receiptco Employee is party to, to or bound by, or negotiating by any collective bargaining agreement or other contract labor agreement with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize or labor organization. To Seller’s Knowledge, neither any such employees, (ii) the Group Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms any Business Employee employed by any Group Company nor any Iconex Company with respect to any US Receiptco Employee is subject to any ongoing union organizing activity and conditions of employment in the past three (3) years no such union organizing activities have occurred (including for purposes of any Iconex Company, with respect to any former US Receiptco Employee). Except as set forth on Section 4.14(b) of their employees; (iii) the Seller Disclosure Schedules, there are is no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, noror, to the knowledge of the CompanySeller’s Knowledge, has there ever been any threat of any threatened, strike, picketing, lockout, slowdown, material labor arbitration, material labor grievance, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption material labor-related dispute involving any Group Company (or dispute any Iconex Company with respect to the CompanyUS Receiptco Employees), and in the past three (3) years, to Seller’s Knowledge no such disputes or unfair labor practice charges have occurred or have been asserted by any Business Employee. (c) The Company is Except as set forth on Section 4.14(c) of the Seller Disclosure Schedules, the Group Companies (and has the Iconex Companies prior to the Reorganization, and to Seller’s Knowledge, the Iconex Companies after the Reorganization, with respect to any current or former US Receiptco Employee, Former Iconex Receipts Employee or Receipts Service Provider) are and in the past three (3) years have been and are in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, equal employment opportunity, nondiscrimination, harassment, retaliation, immigration (including the Immigration Reform and Control Act, the Immigration and Nationality Act and other applicable Laws related to employment work authorization), payment of wages, hours, overtime, leaves of absence, workers’ compensation, unemployment compensation, Christmas Bonus, profit sharing, mass layoffs and layoffs, plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”and similar state and local laws), disability rights or any similar state or local Laws)benefits, immigrationsocial security and other employment-related taxes, meal occupational safety and rest breakshealth, payroll documents employee leave, employee trainings and wage statementsnotices, pay equitylabor relations, affirmative action obligations, workers’ compensationunemployment insurance, and the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, occupational safety and health requirements (including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums and social contributions as required by the appropriate Governmental Authority and is not liable for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) During the past three (i3) The Company has complied years, the Group Companies (and is in compliance in all material respects with, has not materially violated, the Iconex Companies with respect to any current or former US Receiptco Employees and is not Former Iconex Receipts Employees) have completed a Form I-9 (Employment Eligibility Verification) for each applicable employee in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor of the Company, Section 4.11(f) of the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986. (e) Except as set forth on Section 4.14(e) of the Seller Disclosure Schedules, there are no, and has in the past three (3) years, there have not been, any material Actions pending or, to Seller’s Knowledge, threatened in writing, with respect to any Business Employee, including, but not limited to, any charge or complaint filed with the Equal Employment Opportunity Commission, the National Labor Relations Board, the United States Department of Labor, labor courts, or any other comparable state, local or foreign Government Entity. Neither any Group Company (nor any Iconex Company with respect to any current or former US Receiptco Employee or Former Iconex Receipts Employee prior to the Reorganization, and, to Seller’s Knowledge, the Iconex Companies with respect to any current or former US Receiptco Employee after the Reorganization) is a party to, or otherwise complied bound by, any consent decree with, or citation by, any Government Entity relating to its employees or employment practices. Except as set forth on Section 4.14(e) of the Seller Disclosure Schedules, in the past three years, neither the Group Companies (nor the Iconex Companies with respect to any current or former US Receiptco Employee or Former Iconex Receipts Employee prior to the Reorganization, and, to Seller’s Knowledge, any current or former US Receiptco Employee after the Reorganization) have received any written notice of intent by any Government Entity responsible for the enforcement of labor or employment applicable Laws to conduct an investigation or audit relating to any of the Group Companies (or Iconex Companies with respect to any current or former US Receiptco Employee or Former Iconex Receipts Employee). (f) Except as set forth on Section 4.14(f) of the Seller Disclosure Schedules, no Group Company (nor any Iconex Company with respect to any current or former US Receiptco Employee): (i) is a party to any employment agreements other than at-will employment agreements; or (ii) is a party to any employment agreement that contains severance terms. (g) Except as set forth on Section 4.14(g) of the Seller Disclosure Schedules, to Seller’s Knowledge, no current or former employee or individual independent contractor (including any sole proprietorship or affiliated company of such Lawsindividual independent contractor) of any Group Company (or any Iconex Company with respect to the Business) is in violation of any terms of any nondisclosure agreement, including noncompetition agreement, nonsolicitation agreement, or restrictive covenant obligation: (without limitationi) owed to the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 Group Companies; or (IIRIRA)ii) owed to any third party with respect to such person’s right to be employed or engaged by any Group Company or any Iconex Company. (h) To Seller’s Knowledge, the labor structure implemented by the Group Companies with respect to operations in Mexico complies in all material respect with all applicable employment laws, the Income Tax Law, the Value Added Tax Law and other applicable tax provisions for all legal purposes, including but not limited to, with respect to the provisions regarding the subcontracting regime or arrangements. (i) The Company has not entered into a Contract Group Companies (and the Iconex Companies prior to settle any the Reorganization, and to Seller’s Knowledge, the Iconex Companies after the Reorganization, in each case, solely with respect to current or former US Receiptco Employees) have reasonably investigated all formal or informal claims of sexual harassment or sexual misconduct by other discrimination or retaliation that have been brought to the applicable Human Resources department and/or applicable member of management and have taken prompt corrective action with respect to any officer, director such substantiated claim that is reasonably calculated to prevent further improper action in accordance with the applicable Group Company’s or employee of Iconex Company’s harassment or discrimination policy in the Companyprevious three (3) years. No Group Company reasonably expects any material Liabilities with respect to any such allegations.

Labor and Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all employees of the Company and each Company Subsidiary as of the date hereofof this Agreement, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that and sets forth for each such individual the following, in each case, as of the date hereof (except as specified in clause (viii) or (viii), which shall be as of the dates specified therein): : (i) name; (ii) title or position (including whether full or part time); (ii) work location; (iii) employing entity; (iv) hire date; (v) status as exempt or non-exempt from wage and hour requirements; (viiv) current annual base compensation rate rate; (orv) commission, for hourly employees, the applicable hourly compensation ratebonus or other incentive based compensation; (vi) their status as permanent (indefinite) or non-permanent (definite); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021location of employment; and (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if whether or not the employee is actively at work or on a leave of absence. As of the date hereof, all compensation, including wages, commissions and bonuses and any severancebonuses, due and payable to all current and former employees of the Company and any Company Subsidiary for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statementsFinancial Statements). All employees For each employee who is not actively at work, Section 4.11(a) of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law)Disclosure Schedule sets out the reason for their absence, the length of their absence, and their expected return to work date. (bi) The There are no material Actions pending or, to the knowledge of the Company, threatened against the Company is notor any Company Subsidiary by any of their respective current or former employees, independent contractors or other service providers; (ii) neither the Company nor any Company Subsidiary is, nor has have been for the past five two (52) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization (collectively, “Labor Union”) applicable to persons employed by the CompanyCompany or any Company Subsidiary, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union Labor Union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints or Actions pending against the Company or any Company Subsidiary before any Governmental Authority; (iv) no Labor Union holds bargaining rights in respect of any employees of the National Company or any Company Subsidiary; (v) no Labor Relations Board Union nor other Person has applied to have any of the Company or similar state the Company Subsidiaries declared a common or foreign agencyrelated employer under applicable labor Law; and (ivvi) there has never been, nor, to the knowledge of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting, or, to the knowledge of the Company, written threat thereof, by or with respect to any employees of the CompanyCompany or any Company Subsidiary. (c) The Company is and has the Company Subsidiaries are and have been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, including Laws relating to without limitation, employment practices, employment discrimination, harassment and retaliationhuman rights, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”)amended, or any similar state or local Laws), joint or common employment, immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the classification of employees and independent contractors and other individual service providers, whistleblower protection, family and medical leave, sick leave, and occupational safety and health requirements (requirements, including any federal, state or local Laws and orders by Governmental Authorities related to COVID-19), and all Laws those related to wages, hours, overtime, collective bargaining and the payment and withholding of taxes Taxes and other sums and social contributions as required by the appropriate Governmental Authority and is are not liable for any material arrears of wages, taxes, social contributionsTaxes, penalties or other sums for failure to comply with any of the foregoing. The Company does not have any material liability for the misclassification of any current or former employee as exempt under the Fair Labor Standards Act and applicable state wage and hour Laws. The Company does not have any material liability relating to the misclassification of any Person as an independent contractor rather than an employee. There have been no misclassification claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (iSection 4.11(d) The of the Company has complied Disclosure Schedule contains a correct and is in compliance in all material respects withcomplete list of each consultant, has not materially violatedindividual independent contractor, leased employee or other individual service provider engaged by the Company or any Company Subsidiary and their fees, commissions, length of engagement, location of services, and whether they are subject to a written contract. Each independent contractor, leased employee or other individual service provider who is not disclosed in material violation ofSection 4.11(d) of the Company Disclosure Schedule has been properly classified as an independent contractor and neither of the Company nor any Company Subsidiary has received any written notice from any Person or Governmental Authority disputing such classification. Neither the Company nor Company Subsidiary has incurred, and has not received no circumstances exist under which the Company or any notices of material non-compliance or violation or alleged material non-compliance or violation with respect toCompany Subsidiary would reasonably be expected to incur, any Law relating liability arising from the misclassification of employees as consultants or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19independent contractors. (e) There has are no outstanding material assessments, penalties, fines, liens, charges, surcharges, liabilities or other amounts due or owing pursuant to any workers’ compensation Law and neither the Company nor any Company Subsidiaries have been assessed or reassessed in any material respect under such Law during the past two (2) years and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations audit of the Company under or any Company Subsidiary is currently being performed or, to the WARN Act or similar stateknowledge of the Company, local or foreign Lawsthreatened in writing to be performed pursuant to any applicable workers’ compensation Law. (f) With respect to each No allegations of workplace sexual harassment have been made in the past three (3) years against any current independent contractor of the Company, Section 4.11(f) or former employee of the Company Disclosure Schedule sets forth for each such person (i) their role in the business or of any Company Subsidiary or any current or former officer or director of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) Company or of any Company Subsidiary, in each case, in their fee capacities as current or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination former representatives of their engagement. (g) Except as would not result in material liability, the Company or of any Company Subsidiary. In the past three (3) years, there have been no complaints of sexual harassment reported to the Company’s human resources department nor any Company Subsidiaries’ human resources departments against any current or former employee of the Company or of any Company Subsidiary or any current or former officer or director of the Company or of any Company Subsidiary, in each case, in their capacities as current or former representatives of the Company or any Company Subsidiary, as applicable. In the past three (3) years, neither the Company nor any Company Subsidiary has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA). (h) The Company has not entered into a Contract any settlement agreement related to settle any claims allegations of sexual harassment or sexual misconduct by any officer, director current or former employee of the Company or of any Company Subsidiary or any current or former officer or director of the Company or of any Company Subsidiary. (g) The Company and the Company Subsidiaries have at all relevant times properly classified each provider of services to such Company or any Company Subsidiary as an employee or independent contractor, as the case may be, for all purposes, and neither the Company nor any Company Subsidiary has incurred, and no circumstances exist under which the Company or any Company Subsidiary would reasonably be expected to incur, any liability arising from the misclassification of employees as consultants or independent contractors. (h) There are no Actions, audits or investigations pending or, to the knowledge of the Company, threatened in writing, or written notices of violation pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary in which the Company or any Company Subsidiary is alleged to be a joint employer with any other Person of any other employees, workers or Persons providing services to the Company or any Company Subsidiary or in connection with the use of any temporary employees, independent contractors, consultants or leased employees.

Labor and Employment Matters. (a) Section 4.11(a2.7(a) of the Company Disclosure Schedule sets forth contains a true, correct and complete list of all employees of the Company as of the date hereofClosing Date, including any employee who is on a leave of absence of any nature, authorized or unauthorized, that and sets forth for each such individual employee (i) job title, (ii) hire date, (iii) current base salary or hourly wage rate, (iv) any bonus amounts paid with respect to 2024, (v) any bonus or other compensation amounts paid, proposed to be paid, promised to be paid or otherwise earned with respect to 2024 and 2025, (vi) accrued but unused vacation or paid time off (including the followingportion of which that would be required to be paid upon the cessation of such employee’s employment), (vii) active or inactive status and, if applicable, the reason for inactive status, (viii) accrued but unused sick days, (ix) full-time or part-time status, (x) exempt or non-exempt status under the Fair Labor Standards Act and similar state Law, (xi) the total amount of bonus, severance, retention, change of control and/or other amounts to be paid to such employee at the Closing or otherwise in each caseconnection with the transactions contemplated by this Agreement, (xii) union/non-union status, and (xiii) employment location. The Company does not have any employees outside of the United States. (b) Section 2.7(b) of the Disclosure Schedule contains a correct and complete list of all independent contractors, consultants, temporary or leased employees, and any other Persons that are natural persons and performing services with respect to the operation of the business of the Company (“Contingent Workers”) as of the date hereof (except as specified in clause (viii) or (viii)Closing Date, which shall be as of and sets forth for each such person the dates specified therein): following: (i) title or position name (including whether full or part timebusiness name, if applicable); (ii) work locationstart date; (iii) employing entityexpected termination date (if known); (iv) hire dateexpected or actual average monthly compensation; (v) status as exempt or non-exempt from wage description of fee structure and hour requirementsother contractual terms; and (vi) current annual base compensation rate (or, for hourly employees, the applicable hourly compensation rate); (vii) target cash commission, bonus or other cash-based incentive based compensation target for 2021; (viii) accrued paid time off as of December 31, 2021; and (ix) anticipated return to work date if employee is on a leave of absencelocation where services are being performed. As of the date hereof, all compensation, including wages, commissions and bonuses and any severance, due and payable to all current and former employees of the Company for services performed on or prior to the date hereof have been paid in full (or are accrued in full in the Company’s financial statements). All employees of the Company are employed at-will (other than any jurisdiction where at-will employment would not be permitted by Law). (b) The Company is not, nor has been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to persons employed by the Company, nor, to the knowledge of the Company, (i) are there any activities or proceedings of any labor union to organize any such employees, (ii) the Company does not have a duty to bargain with any such union or organization with respect to wages, hours or other terms and conditions of employment of any of their employees; (iii) there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or similar state or foreign agency; and (iv) there has never been, nor, to the knowledge Contingent Workers outside of the Company, has there ever been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute with respect to the CompanyUnited States. (c) The Company has properly classified and treated all individuals who have performed services for it as an employee or independent contractor and as exempt or non-exempt, and there is no Action pending or, to the Knowledge of the Company, threatened that challenges such classifications. (d) The Company is not a party to any labor or collective bargaining agreement, and, to the Knowledge of the Company, no employee of the Company is represented by any labor organization with respect to such employee’s employment with the Company. There are no (i) strikes, work stoppages, work slowdowns, lockouts or other material job actions pending or, to the Knowledge of the Company, threatened against or involving the Company (including as a result of COVID-19 or any COVID-19 Measures); (ii) unfair labor practice charges or other material labor disputes pending or, to the Knowledge of the Company, threatened by or on behalf of any employee or group of employees of the Company; (iii) elections, petitions or proceedings by a labor union or representative thereof to organize any employees of the Company; (iv) material grievance or arbitration demands against the Company whether or not filed pursuant to a collective bargaining agreement; or (v) charges, claims, compliance orders or investigations by any local labor or tax Governmental Authority in relation to the employment by the Company of any employee or engagement by the Company of any other Person. (e) Except as set forth in Section 2.7(e) of the Disclosure Schedule, (i) the Company is and has been in compliance in all material respects with all applicable Laws and contracts relating to labor and employment, employment practices, wages, hours or other labor-related matters, including applicable Laws relating to employment practices, employment discrimination, harassment and retaliation, terms and conditions of employment, mass layoffs and plant closings worker classification (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local Laws), immigration, meal and rest breaks, payroll documents and wage statements, pay equity, affirmative action obligations, workers’ compensation, the proper classification of employees and workers as independent contractors and other individual service providersconsultants and exempt and non-exempt), whistleblower protectionwages and hours, family and medical leavecompensation, sick leavelabor relations, leave of absence requirements, occupational safety health and health requirements safety, harassment, retaliation, immigration or wrongful discharge of current or former employees of the Company or Contingent Workers (including any federalcollectively referred to as the “Employment Laws”); (ii) there is no Action pending or, state or local Laws and orders by Governmental Authorities related to COVID-19)the Knowledge of the Company, threatened, and since January 1, 2019 there has not been any Action against the Company with respect to the foregoing Employment Laws; and (iii) the Company has withheld and reported all Laws related amounts required by Law or by Contract to be withheld and reported with respect to wages, hours, collective bargaining and the payment and withholding of taxes salaries and other sums and social contributions as required by the appropriate Governmental Authority and payments to its current or former employees and/or Contingent Workers. (f) The Company (i) is not liable for any arrears of wages, taxes, social contributions, penalties wages or other sums any Taxes or any penalty for failure to comply with any of the foregoing. The Company does foregoing Employment Laws; and (ii) is not liable for any payment to any trust or other fund governed or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for its employees (other than routine payments to be made in the normal course of business and consistent with past practices). (g) There have not been any material liability for the misclassification of wage and hour claims by any current or former employee as exempt under of the Fair Labor Standards Act and applicable state Company nor, to the Knowledge of the Company, are there any wage and hour Laws. The Company does not have claims currently threatened by any material liability relating to employee of the misclassification of any Person as an independent contractor rather than an employeeCompany. There have been are no misclassification material charges or claims filed or threatened against the Company by any current or former employees, independent contractors or temporary workers or by any Governmental Authority. Currently and during the past four (4) years, there is no and there have not been any pending or threatened Actions, or, to the Company’s knowledge, any threatened Actions, involving the Company with respect to labor or employment matters, including any claims relating to unfair labor practices, discrimination, harassment, retaliation, or equal pay. The Company has not, and within the last four (4) years has not been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters. (d) (i) The Company has complied and is in compliance in all material respects with, has not materially violated, and is not in material violation of, and has not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19; and (ii) the Company has taken reasonable steps to minimize potential workplace exposure in light of COVID-19. (e) There has been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company under the WARN Act or similar state, local or foreign Laws. (f) With respect to each current independent contractor Knowledge of the Company, Section 4.11(f) threatened with any Governmental Authority based on, arising out of, in connection with or otherwise relating to the employment or termination of employment or failure to employ by the Company Disclosure Schedule sets forth for each such person (i) their role in the business of the Company; (ii) the initial date they were retained to perform services; (iii) the primary location from which services are performed; (iv) their fee or compensation arrangements; (v) whether engaged directly or through a staffing agency; and (vi) any notice required for termination of their engagement. (g) Except as would not result in material liability, the Company has properly completed all reporting and verification requirements pursuant to Law regarding work authorization and immigration for all of its employees, including the Form I-9 and has retained for each former and current employee the Form I-9 for the periods required to comply with the Immigration Reform and Control Act of 1986, and has otherwise complied with such Laws, including (without limitation) the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA)individual. (h) The Company has not entered into effectuated a Contract to settle “mass layoff,” “plant closing,” partial “plant closing,” “relocation,” or “termination” (each as defined in the Worker Adjustment and Retraining Notification Act or any claims similar Law) affecting any site of sexual harassment employment or sexual misconduct by one or more facilities or operating units within any officer, director site of employment or employee facility of the Company. (i) The Company has paid all Accrued Compensation to the employees and independent contractors of the Company as and when required to be paid pursuant to applicable Laws and Contracts. (j) As of the date hereof, (i) all employees of the Company are employed on an at-will basis and their employment can be terminated at any time for any lawful reason, without notice, and without any severance or penalty amounts being owed to such employee, (ii) no key employee of the Company has provided notice to the Company of his or her intent to terminate his or her employment with the Company, and (iii) the consulting or independent contractor arrangement of each Contingent Worker is terminable on thirty (30) days’ or less notice (without the imposition of severance pay or penalties) by the Company. (k) No officer, manager, employee, or Contingent Worker is employed or engaged pursuant to a visa, work permit or other work authorization that is time limited, and the Company has not entered into any contractual obligations with any employee or prospective employee to assist in obtaining permanent residence on behalf of such Person. The Company has complied in all material respects with all applicable immigration Laws with respect to their current and former employees, a properly completed Form I-9 is on file with the Company for each applicable current and former employee as required by Law, and the Company has complied in all material respects with all applicable Laws requiring reporting of legal work status in the applicable federal and state jurisdictions, including any mandatory E-Verify obligations. Furthermore, the Company has properly completed and maintained all records required by the United States Citizenship and Immigration Services (legacy Immigration and Naturalization Service), the United States Department of Labor and such other Governmental Authority for each applicable employee the Company has sponsored for immigrant or nonimmigrant status in the United States and all such records are correct and complete in all material respects. (l) The Company has not engaged temporary employees or obtained the services of workers providing services to the Company through staffing companies, employee leasing entities, Professional Employer Organizations (PEO) or other similar suppliers of labor. (m) The Company has not had, and to the Knowledge of the Company there are no facts that would give rise to, any material workforce changes resulting from disruptions due to COVID-19 or COVID-19 Measures, whether directly or indirectly, including any material actual or expected terminations, layoffs, furlough, shutdowns (whether voluntary or by Order), or any changes to benefit or compensation programs, nor are any such changes currently contemplated.