Common use of Labor and Employment Matters Clause in Contracts

Labor and Employment Matters. Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiary.

Labor and Employment Matters. (a) As of the date of this Agreement, no current director or officer (or person performing similar management functions), key employee or group of employees of the Company has provided written notice that, he, she or they intend to terminate his, her or their employment or director relationship. (b) Neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any collective bargaining agreement or other relationship similar agreement with any a labor union, union or works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated council with respect to any employee (or employee representative) of the Company or any Company Subsidiaryits employees. Except for matters thatas would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, there is no (i) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries relating to their businesses, (ii) activity or proceeding by a labor union or representative thereof to the knowledge of the Company to organize any employees of the Company or any of its Subsidiaries or (iii) lockouts, strikes, slowdowns, work stoppages or, to the knowledge of the Company, threats thereof by or with respect to such employees, and, for the past two years, there has not had and been any such action. (c) Except as would not reasonably be expected to have have, individually or in the aggregate, a material impact on Company Material Adverse Effect, the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Applicable Laws relating to employment and employment practicesrespecting employment, including provisions thereof relating to workers’ compensationdiscrimination in employment, terms and conditions of employment, worker safetyclassification (including the proper classification of employees as exempt or non-exempt and of workers as independent contractors and consultants), wages and hours, civil rights, discrimination, immigration, collective bargaining, (including the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”payment of overtime), hours and occupational safety and health and employment practices, including the withholding Immigration Reform and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. Control Act. (d) There are no pendingcomplaints, charges or claims against the Company pending or to the Knowledge knowledge of the Company, threatened with any Governmental Authority arising out of, in connection with or otherwise relating to the employment or termination of employment, classification of any individual as exempt or non-exempt, classification of any individual as an employee or non-employee, or failure to employ by any Company Entity, of any individual, except as would not reasonably be expected to result in a material Actions against liability for the Company and its Subsidiaries, taken as a whole. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating its Subsidiaries within the six (6) months prior to employment matters at the Company or any Company SubsidiaryClosing.

Labor and Employment Matters. Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representativei) of the Company or any Company Subsidiary. Except for matters thatas, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact Material Adverse Effect on T-Mobile, neither T-Mobile nor any of its subsidiaries has received written notice during the Company past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, affirmative action, immigration, occupational health and safety or workplace safety and workers compensation insurance laws to conduct an investigation of T-Mobile or any of its subsidiaries and, to the Company Subsidiariesknowledge of T-Mobile, taken as no such investigation is in progress. Except in each case as, individually or in the aggregate, would not reasonably be expected to have a wholeMaterial Adverse Effect on T-Mobile, (iA) there are no labor disputes currently subject (and have not been during the three-year period preceding the date of this Agreement) strikes or lockouts with respect to any grievance procedure employees of T-Mobile or any of its subsidiaries, (B) to the knowledge of T-Mobile, there is no (and has not been during the three-year period preceding the date of this Agreement) labor organizing effort pending or threatened in writing against T-Mobile or any of its subsidiaries, (C) there is no (and has not been during the three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of T-Mobile, threatened in writing against T-Mobile or any of its subsidiaries, (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown or work stoppage in effect or, to the knowledge of T-Mobile, threatened in writing, with respect to any employees of T-Mobile or any of its subsidiaries, (E) neither T-Mobile nor any of its subsidiaries has, or is reasonably expected to have, any liabilities under any collective bargaining agreementthe WARN Act, and (iiF) to Knowledge the knowledge of the CompanyT-Mobile, no employee current or former employee, independent contractor or consultant of the Company T-Mobile or any Company Subsidiary is in violation of its subsidiaries has breached any term of any employment Contract, non-disclosure agreementnondisclosure obligation to, non-competition agreement, agreement with or any other restrictive covenant with: (i) T-Mobile or legal obligation to any of its subsidiaries or (ii) a former employer of any such individual relating to (a) the right of any such employee individual to be employed or engaged by or to perform currentlyT-assigned or reasonably-anticipated duties for the Company Mobile or any Company Subsidiary of its subsidiaries or relating to (b) the use or disclosure of trade secrets confidential information in connection with such individual’s employment with or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company engagement by T-Mobile or any Company Subsidiariesof its subsidiaries. To Except as, individually or in the Knowledge aggregate, would not reasonably be expected to have a Material Adverse Effect on T-Mobile, T-Mobile and each of the Company, there its subsidiaries are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to respecting employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rightsaffirmative action, discriminationimmigration and occupational safety and health (including classifications of service providers as employees and/or independent contractors). (ii) Neither T-Mobile nor any of its subsidiaries is a party or subject to, immigrationor otherwise bound by, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”)Labor Agreement, and the withholding and payment of social security and other employment-related Taxes. Section 5.9 none of the Company Disclosure Schedule contains employees of T-Mobile or its subsidiaries are represented by a complete and correct list by nameworks council, date, site of employment, and reason for termination of those individuals terminated by the Company union or any Company Subsidiary during the 90similar labor organization with respect to their services to T-day period prior to the date of this AgreementMobile or its subsidiaries. Neither the Company execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any Company Subsidiary is required to haveother event) will require the consent of, and does not haveor advance notification to, any affirmative action plans works councils, unions or programs. There are no pending, or similar labor organizations with respect to the Knowledge employees of the Company, threatened material Actions against the Company T-Mobile or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiaryof its subsidiaries.

Labor and Employment Matters. Neither (a) As of the date hereof, no union or other labor organization has been recognized or certified as the representative of any employees of the Company or any subsidiary of the Company for purposes of collective bargaining, and neither the Company nor any subsidiary of the Company Subsidiary is a party to or bound by any collective bargaining agreement or any other relationship agreement currently in effect with any labor union, works council, employee representative, organization or other organization representing, purporting to represent or attempting to represent representative of any employee employees of the Company or any subsidiary of the Company Subsidiary. There (the “Collective Bargaining Agreements”), nor is any such agreement being negotiated by the Company or any subsidiary of the Company as of the date hereof. (b) To the Company’s knowledge, as of the date hereof, there is no union organizing activity ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to among the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) employees of the Company or any subsidiary of the Company, nor has any union or labor organization made any demand for recognition. As of the date hereof and since the Applicable Date, there are and have been no strikes, work stoppages, slowdowns, lockouts or similar labor disputes pending or, to the knowledge of the Company, threatened in writing against the Company Subsidiary. or any of its subsidiaries as of the date hereof, in each case, that would be material to the Company and its subsidiaries, taken as a whole. (c) Except for matters thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect, (ia) there are no labor disputes currently subject to any grievance procedure actions, charges, complaints, government investigations or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of other proceedings pending against the Company or any of its subsidiaries by or before any judicial, administrative or arbitral tribunal, board, authority, agency, body or court which arise out of labor and employment, as of the date hereof, and (b) the Company Subsidiary and each of its subsidiaries is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in material compliance in all material respects with all applicable Laws relating to employment and employment practicesmatters, including provisions thereof relating to workers’ compensationthe payment of wages for all time worked, terms the payment of overtime, the engagement of individuals as contractors, plant closing and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, mass layoff notice requirements under the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. Act and the regulations promulgated thereunder or any similar state or related Law (the “WARN Act”)local Law, and the withholding and payment provision of social security meal, rest and other employment-related Taxesbreaks. Section 5.9 As of the Company Disclosure Schedule contains a complete and correct list by namedate hereof, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There there are no pending, or to the Knowledge of the Company, threatened material Actions grievances pending against the Company or any Company Subsidiary of its subsidiaries by or before any current judicial, administrative or former directorarbitral tribunal, officerboard, employee authority, agency, body or contractor court arising out of labor and employment or relating to employment matters at union recognition, accretion, or card check/neutrality agreements between the Company and any union except as would not, individually or any in the aggregate, reasonably be expected to be material to the Company Subsidiaryand its subsidiaries, taken as a whole.

Labor and Employment Matters. Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representativea) Except as set forth on Section 3.11(a)(1) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) monthsDisclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement with any labor organization or similar representative of employees of the Company Subsidiary has engaged in or its Subsidiaries, nor is any such agreement presently being negotiated by the Company or any of its Subsidiaries. Except as set forth on Section 3.11(a)(2) of the Company Disclosure Schedule, there are no (i) unfair labor practices within practice complaints pending against the meaning Company or any of its Subsidiaries, or in which the Company or any of its Subsidiaries is identified as an interested party, before the National Labor Relations Act. There are no Board or any other labor relations tribunal or authority; (ii) representation petitions pending against the Company or any of its Subsidiaries, or in which the Company or any of its Subsidiaries is identified as an interested party, before the National Labor Relations Board or any other labor relations tribunal or authority; (iii) grievances or other Actions pending against the Company or any of its Subsidiaries filed by a labor organization recognized by the Company or any of its Subsidiaries; (iv) strikes, work stoppages, slowdowns or other labor disputes involving a group of employees of the Company or its Subsidiaries pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of against the Company or any of its Subsidiaries; or (v) other liabilities or contingent liabilities that have not been paid and that have not been accrued or reserved against in the consolidated balance sheet of the Company Subsidiaries. To as at September 21, 2014, arising from employment guarantees under any collective bargaining agreements to which the Knowledge Company or any of its Subsidiaries is a party, in the case of (i) and (iii), except for such matters that, individually or in the aggregate, would not reasonably be expected to (x) involve an amount or potential damages, liability or other obligation greater than $500,000, (y) prevent or materially delay the consummation by the Company of the Transactions or (z) adversely affect the operation of the Company, there are no other ongoing or threatened union organization activities with respect to ’s business in any such employee and no such union organization activities have occurred since December 31, 2008. The material respect. (b) Except as set forth on Section 3.11(b) of the Company Disclosure Schedule: (i) the Company and the Company its Subsidiaries are, and since December 31January 1, 2008 2012 have been, in compliance in all material respects with all applicable state, federal, and local Laws respecting labor and employment, including all Laws relating to employment and employment discrimination, disability, labor relations, unfair labor practices, including provisions thereof relating to hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, terms working conditions, occupational safety and conditions health, family and medical leave, reductions in force, plant closings, notification of employmentemployees, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, employee terminations and (ii) neither the Company nor any of its Subsidiaries has any outstanding liabilities under the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law Act (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. ) or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth on Section 5.9 3.11(c) of the Company Disclosure Schedule contains a complete and correct list by nameSchedule, datesince January 1, site of 2012, (i) no Governmental Authority has threatened or initiated any Action with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company employees or any Laws governing labor or employment, and reason for termination of those individuals terminated by (ii) no Governmental Authority has issued, or, to the Company’s knowledge, threatened to issue, any significant Order against the Company or any of its Subsidiaries with respect to any Company Subsidiary during employees or any Laws governing labor or employment, in each case of (i) and (ii), other than any such Actions or Orders that, individually or in the 90-day period prior aggregate with any related or substantially similar Actions or Orders, would not reasonably be expected to (x) involve a payment obligation or potential damages, liability or other obligation greater than $500,000, (y) prevent or materially delay the date of this Agreement. Neither consummation by the Company nor of the Transactions or (z) adversely affect the operation of the Company’s business in any material respect. (d) Except as set forth on Section 3.11(d) of the Company Subsidiary is required Disclosure Schedule, with respect to haveany current or former employee, and does not haveofficer, any affirmative action plans consultant or programs. There are no pending, or to the Knowledge other service provider of the Company, threatened material there are no Actions against the Company or any Company Subsidiary by of its Subsidiaries pending, or to the Company’s Knowledge, threatened to be brought or filed, in connection with the employment or engagement of any current or former directoremployee, officer, employee consultant or contractor other service provider of the Company, including, without limitation, any claim relating to employment matters at discrimination, harassment, retaliation, equal pay, employment classification or any other employment-related matter arising under applicable Laws, except where such Action would not, individually or in the aggregate, result in the Company incurring a material liability. (e) Except as set forth on Section 3.11(e) of the Company Disclosure Schedule or with respect to any Company Plan (which subject is addressed in Section 3.10 above), the execution of this Agreement and the consummation of the Transactions will not result in any breach or violation of, or cause any payment to be made under, any applicable Laws respecting labor and employment or any collective bargaining agreement to which the Company or any Company Subsidiaryof its Subsidiaries is a party.

Labor and Employment Matters. (a) No collective bargaining agreement exists that is binding on the Company or any of its subsidiaries, and the Company has not been officially apprised that any petition has been filed or proceeding instituted by an employee or group of employees of the Company, or any of its subsidiaries, with the National Labor Relations Board seeking recognition of a bargaining representative. (b) To the Company's knowledge, there is no labor strike, dispute, slow down or stoppage pending or threatened against the Company or any of its subsidiaries. Neither the Company nor any Company Subsidiary is a party of its subsidiaries has received any demand letters, civil rights charges, suits or drafts of suits with respect to or bound claims made by any collective bargaining agreement of their respective employees. (c) Except as would not have a Material Adverse Effect on the Company, all individuals who are performing consulting or other relationship with services for the Company or any labor unionof its subsidiaries are or were correctly classified by the Company as either "independent contractors" or "employees" as the case may be, works counciland, employee representativeat the Closing Date, or other organization representing, purporting to represent or attempting to represent any will qualify for such classification. (d) Section 3.11(d) of the Company Disclosure Schedule contains a list of the name of each officer and employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company's subsidiaries, is anticipated together with respect such person's annual base salary or wages. As of the date hereof, the Company has not received any information that would lead it to believe that any employee (executive officers will or employee representative) of may cease to be engaged by the Company or such subsidiary for any Company Subsidiary. Except for matters thatreason, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge including because of the Company, no employee consummation of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed transactions contemplated by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six this Agreement. (6e) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, each of its subsidiaries is in compliance in all material respects with all applicable Laws relating to employment foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, employment and wages and hours, civil rightsin each case, discriminationwith respect to employees, immigrationexcept as would not have a Material Adverse Effect on the Company. (f) The Company and each of its subsidiaries has in all material respects withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security salaries and other employment-related Taxes. Section 5.9 of payments to employees, except as would not have a Material Adverse Effect on the Company Disclosure Schedule contains a complete and correct list by nameCompany. (g) To the Company's knowledge, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There there are no pending, pending or to the Knowledge of the Company, threatened material Actions claims or actions against the Company or any Company Subsidiary by of its subsidiaries under any current worker's compensation policy or former directorlong-term disability policy, officer, employee or contractor relating to employment matters at except as would not have a Material Adverse Effect on the Company or any Company SubsidiaryCompany.

Labor and Employment Matters. Neither (a) Section 4.11(a) of the Company Disclosure Schedules sets forth, as of the date of this Agreement, a true, correct and complete list of all employees of the Company and any Company Subsidiary, including any employee who is on a leave of absence of any nature, authorized or unauthorized, and sets forth, as of the date of this Agreement, for each such individual the following, on a no name basis: (i) title or position (including whether full or part time); (ii) hire date and service commencement date (if different); (iii) current annualized base salary or (if paid on an hourly basis) hourly rate of pay; and (iv) commission, bonus or other incentive based compensation. As of the date hereof, all compensation, including wages, commissions and bonuses, due and payable to all employees of the Company and any Company Subsidiary for services performed on or prior to the date hereof have been paid in full (or accrued in full in the Company’s financial statements). (b) There are no material Actions 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; (ii) neither the Company nor any Company Subsidiary is is, nor has either the Company or any Company Subsidiary been in the two (2) years prior to the date of this Agreement, a party to to, bound by, or bound by negotiating any collective bargaining agreement or other relationship contract with any labor a union, works councilcouncil or labor organization applicable to Persons employed by the Company or any Company Subsidiary, employee representativenor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees; (iii) there are no unfair labor practice complaints pending against the Company or any Company Subsidiary before the National Labor Relations Board; and (iv) there has never been, nor, to the knowledge of the Company, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other organization representingsimilar labor disruption or dispute affecting, purporting or, to represent the knowledge of the Company, threat thereof, by or attempting with respect to represent any employee employees of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee . (or employee representativec) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, are and since December 31, 2008 have been, been in the two (2) years prior to the date of this Agreement in compliance in all material respects with all applicable Laws relating to employment and the employment, employment practices, including provisions thereof relating to workers’ compensationemployment discrimination, terms and conditions of employment, worker safety, wages mass layoffs and hours, civil rights, discrimination, immigration, collective bargaining, plant closings (including the Worker Adjustment and Retraining Notification ActAct of 1988, 29 U.S.C. § 2109 et seq. as amended, or any similar state or related Law (the “WARN Act”local Laws), immigration, meal and the withholding rest breaks, pay equity, workers’ compensation, family and medical leave, and occupational safety and health requirements, payment of social security wages, hours of work, and collective bargaining as required by the appropriate Governmental Authority and are not liable for any material arrears of wages, penalties or other employment-related Taxes. Section 5.9 sums for failure to comply with any of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiaryforegoing.

Labor and Employment Matters. Neither (a) Except as set forth in Section 3.12(a) of the Company Disclosure Schedule, no union or other labor organization is recognized or certified as the representative of any employees of the Company or any of its subsidiaries for purposes of collective bargaining, and neither the Company nor any Company Subsidiary of its subsidiaries is a party to or bound by any collective bargaining agreement or any other relationship agreement with any labor union, works council, employee representative, organization or other organization representing, purporting to represent or attempting to represent representative of any employee (the “Collective Bargaining Agreements”), nor is any such agreement being negotiated by the Company or any of its subsidiaries. Since the Applicable Date, (i) other than with respect to the Company’s existing union relationships listed in Section 3.12(a) of the Company Disclosure Schedule, there have been no demands for labor recognition or, to the knowledge of the Company, union organizing activities among or directed at the employees of the Company or any Company Subsidiary. There is of its subsidiaries, and (ii) there are and have been no ongoing strike, slowdown, picketingstrikes, work stoppagestoppages, walkoutmaterial slowdowns, concerted refusal to work overtime, lockouts or other similar material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, disputes pending or, to the Knowledge knowledge of the Company, is anticipated with respect to any employee (or employee representative) of threatened against the Company or any Company Subsidiary. of its subsidiaries. (b) Except for matters thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no Proceedings pending or, to the Knowledge knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of against the Company or any Company Subsidiaries. To of its subsidiaries by or before any Governmental Entity arising out of or relating to labor or employment practices, (ii) the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, each of its subsidiaries is in compliance in all material respects with all applicable Laws relating to employment, employment practices and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions the termination of employment, worker safetyincluding (but not limited to) the payment of wages for all time worked, wages the payment of overtime, the engagement and hoursclassification of individuals as non-employee contractors, civil rightsthe classification of employees as exempt or non-exempt from overtime, discrimination, immigration, labor relations and collective bargaining, equal employment opportunities and the prevention of discrimination, harassment, and retaliation, plant closing and mass layoff notice requirements under the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. Act and the regulations promulgated thereunder or any similar state or related local Law (collectively, the “WARN Act”), and the withholding and payment provision of social security meal, rest and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employmentbreaks, and reason for termination (iii) since the Applicable Date, there have been no material investigations of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans its subsidiaries arising out of or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to labor or employment matters at the Company or any Company Subsidiarypractices.

Labor and Employment Matters. Neither (a) Except as set forth in Section 4.11(a) of the Company Disclosure Schedule, (i) neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement agreement, works council or other relationship with any labor union, works council, employee representative, or other organization representing, purporting union contract applicable to represent or attempting to represent any employee of persons employed in the United States by the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, ornor, to the Knowledge knowledge of the Company, is anticipated are there any activities or proceedings of any labor union to organize any such employees; (ii) neither the Company nor any Subsidiary has breached or otherwise failed to comply with respect to any employee (provision of any such agreement or employee representative) of contract, and there are no grievances outstanding against the Company or any Company Subsidiary. Except for matters thatSubsidiary under any such agreement or contract, individually or in the aggregate, have not had and except as would not reasonably be expected to have result in a material impact on the Company and the Company Subsidiaries, taken as a whole, liability; (iiii) there are no unfair labor disputes currently subject to practice complaints pending against the Company or any grievance procedure Subsidiary before the National Labor Relations Board or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee current union representation questions involving employees of the Company or any Company Subsidiary Subsidiary, except as would not reasonably be expected to result in a material liability; and (iv) there is in violation of any term of any employment Contractno strike, non-disclosure agreementslowdown, non-competition agreementwork stoppage or lockout, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge knowledge of the Company, threatened threat thereof, by or reasonably anticipated union representation demands, petitions, or elections with respect to any employee employees of the Company or any Company SubsidiariesSubsidiary, except as would not reasonably be expected to result in a material liability. To the Knowledge The consent of the Company, there labor unions which are no other ongoing or threatened union organization activities with respect a party to any such employee and no such union organization activities have occurred since December 31, 2008. the collective bargaining agreements listed in Section 4.11 of the Company Disclosure Schedule is not required to consummate the transactions contemplated hereby. (b) The Company and the Company Subsidiaries are, and since December 31, 2008 have been, are in material compliance in all material respects with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and 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 Subsidiary and are not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing. Except as would not reasonably be expected to result in a material liability, (i) the Company and the Subsidiaries have paid in full to all employees or adequately accrued for in accordance with GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees and there is no claim with respect to payment of wages, salary or overtime pay that has been asserted and not resolved or that is now pending or threatened before any Governmental Authority with respect to any persons currently or formerly employed by the Company or any Subsidiary, (ii) neither the Company nor any 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, (iii) there is no charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted and not resolved or that is now pending or, to the knowledge of the Company, threatened with respect to the Company, and (iv) there is no charge of discrimination in employment or employment practices, for any reason, including provisions thereof relating age, gender, race, religion or other legally protected category, which has been asserted and not resolved or that is now pending or, to workers’ compensationthe knowledge of the Company, terms and conditions of employmentthreatened before the United States Equal Employment Opportunity Commission, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar other Governmental Authority in any jurisdiction in which the Company or related Law any Subsidiary has employed or employs any person. (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. c) Section 5.9 4.11(c) of the Company Disclosure Schedule contains a complete and correct list by lists the name, date, site place of employment, the current annual salary rates, bonuses, deferred or contingent compensation, pension, accrued vacation, “golden parachute” and reason for termination other like benefits paid or payable (in cash or otherwise) in 2007 and a description of those individuals terminated by position and job function of each current U.S. salaried employee, officer or director of the Company and each Subsidiary, and a list of the names of each current non-U.S. employee, officer or any Company Subsidiary during the 90-day period prior to the date director of this Agreement. Neither the Company nor any Company Subsidiary and each Subsidiary, in each case whose annual cash compensation exceeded (or in 2008 is required expected to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiaryexceed) $250,000.

Labor and Employment Matters. Except as set forth in Section 3.15 of the Company Disclosure Letter: (a) Neither the Company nor any of the Company Subsidiary Subsidiaries is or has been, since April 1, 2000, a party to to, or bound by by, or conducted negotiations regarding, any collective bargaining agreement or other relationship contracts, arrangements, agreements or understandings with any a labor unionunion or labor organization that was certified by the National Labor Relations Board ("NLRB") or voluntarily recognized or recognized under Law. There is no existing, works councilpending or, employee representativeto the knowledge of the Company, threatened, (i) walkout, lockout, strike, slowdown, hand billing, picketing, work stoppage (sympathetic or otherwise), work interruption or other organization representing"concerted action" (each, purporting to represent or attempting to represent any employee a "Concerted Action") involving the employees of the Company or any of the Company Subsidiary. There is no ongoing strikeSubsidiaries which would reasonably be expected to be material to the Company and its subsidiaries as a whole, slowdown(ii) unfair labor practice charge or complaint, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to labor arbitration proceeding or any other matter before the Knowledge of the Company, is anticipated with respect to NLRB or any employee (other comparable state agency against or employee representative) of involving the Company or any of the Company Subsidiary. Except for matters thatSubsidiaries which would reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect, (iiii) there are no election petition or proceeding by a labor disputes currently subject union or representative thereof to organize any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee employees of the Company or any of the Company Subsidiary is in violation of any term of any employment ContractSubsidiaries, non-disclosure agreement, non-competition agreement, (iv) certification or any other restrictive covenant or legal obligation to a former employer decertification question relating to collective bargaining units at the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee premises of the Company or any of the Company SubsidiariesSubsidiaries or (v) grievance or arbitration demand against the Company or any of the Company Subsidiaries whether or not filed pursuant to a collective bargaining agreement which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge knowledge of the Company, there are no other ongoing neither the employees of the Company nor the employees of any of the Company Subsidiaries have engaged in a material Concerted Action in the past three years. (b) To the knowledge of the Company, none of the Company, any of the Company Subsidiaries or threatened union organization activities any of their respective representatives or employees has committed an unfair labor practice in connection with respect the operation of the respective businesses of the Company or any of the Company Subsidiaries that would reasonably be expected to any such employee and no such union organization activities have occurred since December 31have, 2008individually or in the aggregate, a Company Material Adverse Effect. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, are in compliance in all material respects with all applicable Laws relating to employment and respecting labor, employment, fair employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker workers' compensation, occupational safety, plant closings, mass layoffs and wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required except where such failure would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former directorSubsidiaries have properly accrued on their books and records all material unpaid but accrued wages, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiarysalaries and other paid time-off.

Labor and Employment Matters. Neither (a) Except as set forth in Section 4.19(a) of the Company Disclosure Letter, as of the date hereof, (i) neither the Company nor any Company Subsidiary of its Subsidiaries is a party to to, or bound by by, any collective bargaining agreement or other relationship with any labor Collective Bargaining Agreement, (ii) no union, works council, employee representative, labor-related organization or other organization representing, purporting to represent group of employees represents or attempting has filed a petition to represent any employee employees of the Company or its Subsidiaries, and (iii) there are not, to the knowledge of the Company, any union organizing activities concerning any employees of the Company or any Company Subsidiary. There is no ongoing strikeof its Subsidiaries, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no than any such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters thatactivities that would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. There are no and, since January 1, 2014, there have been no, labor strikes, slowdowns, work stoppages, lockouts, material impact on grievances, material arbitrations, unfair labor practice charges or any other material labor-related disputes against or affecting the Company and or any of its Subsidiaries and, to the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge knowledge of the Company, no employee of none are threatened against the Company or any Company Subsidiary is in violation of any term of any employment Contractits Subsidiaries, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of than any such employee matters that would not, individually or in the aggregate, reasonably be expected to be employed by or to perform currently-assigned or reasonably-anticipated duties for the have a Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six Material Adverse Effect. (6b) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company its Subsidiaries are, and since December 31January 1, 2008 2014 have been, in compliance in all material respects with all applicable Laws relating to respecting labor, employment and employment practices, including provisions thereof relating to workers’ compensation, all Laws respecting terms and conditions of employment, worker health and safety, wages and hourshours (including the classification of independent contractors and exempt and non-exempt employees), civil rightsimmigration (including the verification of I-9s for all employees and the proper confirmation of employee visas), employment discrimination, immigrationdisability rights or benefits, collective bargainingequal opportunity (including compliance with any affirmative action plan obligations), plant closures and layoffs (including the Worker Adjustment and Retraining Notification ActAct of 1988, 29 U.S.C. § 2109 et seq. as amended, or any similar or related Law (the “WARN Act”Laws), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by nameworkers’ compensation, datelabor relations, site of employmentemployee leave issues, and reason unemployment insurance; except for termination failures to comply with or violation of those individuals terminated by such Laws as would not, individually or in the aggregate, reasonably be expected to have a Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company SubsidiaryMaterial Adverse Effect.

Labor and Employment Matters. Neither (a) The Company and each Company Subsidiary are in compliance with all labor and employment Laws of the PRC, Hong Kong and Singapore, including all such Laws relating to (i) wages, hours and any similar mass layoff Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation; (ii) the collection and payment of withholding and/or social security Taxes and any similar Tax; and (iii) deductions, payments and contributions of retirement insurance, medical insurance, unemployment insurance, work-related injury insurance, birth and nursery insurance, pension fund insurance and any other social benefit payments required by applicable Laws, except for any non-compliance which would not reasonably be expected to have a Company Material Adverse Effect or as set forth in Section 4.11(a) of the Company Disclosure Letter. (b) Except as would not reasonably be expected to have a Company Material Adverse Effect or as set forth in Section 4.11 of the Company Disclosure Letter, (i) there are no material controversies pending or, to the knowledge of the Company, threatened between the Company or any Company Subsidiary and any of their respective current or former directors, employees, contractors, subcontractors, consultants, agents or other persons engaged by the Company or any Company Subsidiary in connection with their businesses (collectively, “Company Personnel”); (ii) there are no CBAs applicable to persons employed by the Company or any Company Subsidiary and neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement CBAs; (iii) there are no labor unions, works councils or other relationship with any labor union, works council, employee representative, organizations representing or other organization representing, purporting to represent any Company Personnel, and there are not any organizational campaigns, petitions or attempting to represent any employee other unionization activities seeking recognition of a collective bargaining unit which could affect the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee ; (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (iiv) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no practice complaints pending, or to the Knowledge knowledge of the Company, threatened material Actions threatened, against the Company or any Company Subsidiary before any Governmental Authority; and (v) there is no strike, slowdown, work stoppage or lockout, or similar activity or, to the knowledge of the Company, threat thereof, by any current or former director, officer, employee or contractor relating with respect to employment matters at the Company or any Company SubsidiaryPersonnel, nor has there been any such occurrence during the past two (2) years.

Labor and Employment Matters. Neither (a) As of the date hereof, no union or other labor organization has been recognized or certified as the representative of any employees of the Company or any subsidiary of the Company for purposes of collective bargaining, and neither the Company nor any subsidiary of the Company Subsidiary is a party to or bound by any collective bargaining agreement or any other relationship agreement currently in effect with any labor union, works council, employee representative, organization or other organization representing, purporting to represent or attempting to represent representative of any employee employees of the Company or any subsidiary of the Company Subsidiary. There (the “Collective Bargaining Agreements”), nor is any such agreement being negotiated by the Company or any subsidiary of the Company as of the date hereof. (b) To the Company’s knowledge, as of the date hereof, there is no union organizing activity ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to among the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) employees of the Company or any subsidiary of the Company, nor has any union or labor organization made any demand for recognition. As of the date hereof and since the Company Subsidiary. Applicable Date, there are and have been no strikes, work stoppages, slowdowns, lockouts or similar labor disputes pending or, to the knowledge of the Company, threatened in writing against the Company or any of its subsidiaries as of the date hereof, in each case, that would be material to the Company and its subsidiaries, taken as a whole. (c) Except for matters thatas has not had and would not, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect, (i) there are no actions, charges, complaints, government investigations or other proceedings pending against the Company or any of its subsidiaries by or before any judicial, administrative or arbitral tribunal, board, authority, agency, body or court which arise out of labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreementand employment, as of the date hereof, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is and each of its subsidiaries are in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in material compliance in all material respects with all applicable Laws relating to employment and employment practicesmatters, including provisions thereof relating to workers’ compensationthe payment of wages for all time worked, terms the payment of overtime, the engagement of individuals as contractors, plant closing and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, mass layoff notice requirements under the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. Act and the regulations promulgated thereunder or any similar state or related Law (the “WARN Act”)local Law, and the withholding and payment provision of social security meal, rest and other employment-related Taxesbreaks. Section 5.9 As of the Company Disclosure Schedule contains a complete and correct list by namedate hereof, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There there are no pending, or to the Knowledge of the Company, threatened material Actions grievances pending against the Company or any Company Subsidiary of its subsidiaries by or before any current judicial, administrative or former directorarbitral tribunal, officerboard, employee authority, agency, body or contractor court arising out of labor and employment or relating to employment matters at union recognition, accretion, or card check/neutrality agreements between the Company and any union except as would not, individually or any in the aggregate, reasonably be expected to be material to the Company Subsidiaryand its subsidiaries, taken as a whole.

Labor and Employment Matters. (a) Since January 6, 2008, there have been no Actions (or any arbitrations or mediations before any Governmental Authority) between the Company or any Company Subsidiary and any of their respective present or former employees or independent contractors that could result in material liability or legal costs to the Company. There are no Actions (or any arbitrations or mediations before any Governmental Authority) or material controversies pending or, to the knowledge of the Company, threatened between the Company or any Company Subsidiary and any of their respective present or former employees or independent contractors that could result in material liability or legal costs to the Company. (b) Neither the Company nor any Company Subsidiary is a named party to or bound by any collective bargaining agreement, work council agreement, work force agreement or any other relationship with labor union Contract applicable to persons employed by the Company or any labor Company Subsidiary; to the knowledge of the Company, none of the employees or independent contractors of the Company or any Company Subsidiary is represented by any union, works council, employee representativeor any other labor organization; and, to the knowledge of the Company, there are no activities or proceedings of any labor union, work council or other labor organization to organize any employees or independent contractors of the Company or any Company Subsidiary. (c) There are no grievances filed pursuant to any collective bargaining agreement, work council agreement or other labor contract currently pending against the Company or any Company Subsidiary; and (ii) there are no unfair labor practice complaints pending, or, to the knowledge of the Company, threatened, against the Company or any Company Subsidiary before the National Labor Relations Board or any court, tribunal or other Governmental Authority of competent jurisdiction, or any current union representation questions involving employees of the Company or any Company Subsidiary. (d) All individuals who are or were performing consulting or other organization representingservices for the Company or any Company Subsidiary have been correctly classified by the Company or the Company Subsidiary in all material respects as either “independent contractors” or “employees” as the case may be in accordance with all applicable Laws, purporting except where misclassification would not reasonably result in material liability to represent the Company or attempting any Company Subsidiary. (e) All U.S. based individuals who are or were performing services for the Company or any Company Subsidiary as employees have been correctly classified by the Company or the Company Subsidiary in regard to represent such employee’s classification for purposes of exemption status, except where misclassification would not reasonably result in material liability to the Company or any employee Company Subsidiary. (f) There is no strike, slowdown, work stoppage or lockout, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the Company or any Company Subsidiary. No consent of any labor union is required to consummate any of the Transactions. There is no ongoing strikeobligation to inform, slowdownconsult or obtain consent in advance of or simultaneously with the Transactions of any works council, picketingemployee representatives or other representative bodies in order to consummate the Transactions. (g) The Company has made available to Purchaser a list, work stoppageas of the date hereof, walkoutof (i) each employee and natural person consultant that provides services to the Company or any Company Subsidiary and the city and state in which each such employee and consultant is based and primarily performs his or her duties or services; and (ii) for each such employee, concerted refusal that person’s position or title, annual base salary or wages, status as “exempt” or “non-exempt” from applicable wages and hour laws, visa status (as applicable) and date of hire. The Company has made available to work overtimePurchaser a true and correct copy of all material written employment and consulting contracts of each employee who is reasonably expected to be provided with annual base salary greater than $200,000 for services as an employee in the U.S. or greater than the equivalent of $100,000 for services as an employee outside the U.S., or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, each natural person consultant who is reasonably expected to the Knowledge of the Company, be provided with an annual expected compensation that is anticipated with respect greater than $500,000 for services as an independent contractor that provides services to any employee (or employee representative) of the Company or any Company Subsidiary. Except No officer or employee holding the position of director or above has advised the Company or any Company Subsidiary in writing of his or her intention to terminate his or her relationship or status as an employee or consultant of the Company or the Company Subsidiary for matters thatany reason, individually or in including because of the aggregateconsummation of the transactions contemplated by this Agreement and, have not had and would not reasonably be expected to have a material impact except as set forth on Section 4.11(g)-1 of the Disclosure Schedules, the Company and the Company Subsidiaries, taken as Subsidiaries have no plans or intentions to terminate any such employee or consultant. Section 4.11(g)-2 of the Disclosure Schedules sets forth a whole, (i) there complete and accurate list of all offers of employment or independent contractor status with the Company or any Company Subsidiary that are no labor disputes currently subject outstanding to any grievance procedure natural person who is reasonably expected to be provided for services as an employee in the U.S. with a target annual base salary that is greater than $200,000, for services as an employee outside the U.S. with a target base salary that is greater than the equivalent of $100,000, or arbitration under any collective bargaining agreement, and for services as independent contractor with target annual compensation that is greater than $500,000. (iih) to Knowledge To the knowledge of the Company, no employee key employee, officer or director of the Company or any Company Subsidiary is a party to, or is otherwise bound by, any Contract with a former employer, including any confidentiality, non competition or proprietary rights agreement, that in any way materially and adversely affects (i) the performance of his or her duties as an employee, officer or director of the Company or the Company Subsidiary, or (ii) the ability of the Company or any Company Subsidiary to conduct its business. To the knowledge of the Company, no employee, officer or director of the Company or any Company Subsidiary is in violation violation, in any material respect, or has been accused of being in violation, in any material respect, of any term of any employment Contract, non-disclosure agreement, non-competition nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non competition agreement or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six employer. (6i) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, are in compliance in all material respects with all applicable Laws relating to the employment and employment practicesof labor, including provisions thereof relating those related to workers’ compensationwages, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, equal employment opportunity, occupational health and safety, immigration, individual and collective consultation, notice of termination, and redundancy, and are not materially liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the Worker Adjustment and Retraining Notification Actforegoing. There is no charge or other Action pending or, 29 U.S.C. § 2109 et seq. or any similar or related Law to the knowledge of the Company, threatened before the U.S. Equal Employment Opportunity Commission (the “WARN ActEEOC”), and any court, or any other Governmental Authority of competent jurisdiction with respect to the withholding and payment employment practices of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior that would reasonably be expected to result in material liability to the date of this AgreementCompany and the Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary is required a party to, or otherwise bound by, any consent decree with, or citation by, any the EEOC or any other Governmental Authority of competent jurisdiction relating to haveemployees or employment practices. Since January 6, 2008, neither the Company nor any Company Subsidiary has received any notice of intent by the EEOC or any other Governmental Authority of competent jurisdiction responsible for the enforcement of labor or employment Laws to conduct an investigation or inquiry relating to the Company or any Company Subsidiary, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge knowledge of the Company, threatened no such investigation or inquiry is in progress. The employment of those employees of the Company and the Company Subsidiaries who have been hired and based in the U.S. is terminable at will without material Actions against cost or material liability to the Company or any Company Subsidiary, except for amounts earned prior to the time of termination. (j) During the three years preceding the date of this Agreement, neither the Company nor any Company Subsidiary has effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) (or any similar and applicable state, local or foreign Law)) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any Company Subsidiary by or (ii) a “mass layoff” (as defined in the WARN Act (or any current similar and applicable state, local or former director, officer, employee foreign Law)) affecting any site of employment or contractor relating to employment matters at facility of the Company or any Company Subsidiary, except in such cases in which the Company complied in all material respects with the requirements of the WARN Act (or any similar and applicable state, local or foreign Law). (k) Neither the Company nor any Company Subsidiary is a party to any Contract with (i) any U.S. based director, manager, employee, or independent contractor of the Company or any Company Subsidiary that obligates the Company or any Company Subsidiary to pay or provide to such person any severance or acceleration of vesting of any equity rights or benefits upon either a termination of such person’s employment or consulting relationship with the Company or any Company Subsidiary, or upon a change in control of the Company or any Company Subsidiary; or (ii) any non-U.S. based director, manager, employee, or independent contractor of the Company or any Company Subsidiary that provides for severance to such individual beyond what is statutorily required by applicable local law or acceleration of vesting of any equity rights or benefits upon either a termination of such person’s employment or consulting relationship with the Company or any Company Subsidiary, or upon a change in control of the Company or any Company Subsidiary. The Company estimates in good faith that, based on the assumptions set forth in Section 4.11(k) of the Disclosure Letter, the aggregate payments under the Amended and Restated Employee Retention Plan would not exceed the amount set forth in Section 4.11(k).

Labor and Employment Matters. Except as set forth in ‎Section 3.12 of the Company Disclosure Letter: (a) Neither the Company nor any Company Subsidiary of its subsidiaries is a party to or bound by any collective bargaining agreement or other relationship with CBA, no Company Employee is represented by any labor union, works council, employee representative, counsel or other labor organization representing, purporting with respect to represent or attempting to represent any employee of employment with the Company or any of its subsidiaries, and no CBA is being negotiated by the Company Subsidiaryor any of its subsidiaries. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor disputeare no, and since December 31the Applicable Date, 2008there have not been any, no such dispute has occurredstrikes, been threatenedwork stoppages, slowdowns, lockouts or similar material labor disputes pending or, to the Knowledge knowledge of the Company, is anticipated with respect to any employee (or employee representative) of threatened against the Company or any of its subsidiaries. There are no, and since the Applicable Date, there have not been any (i) unfair labor practice complaints pending or, to the knowledge of the Company, threatened against the Company Subsidiary. Except for matters thator any of its subsidiaries before any labor relations tribunal or authority or (ii) to the knowledge of the Company, union organizing efforts by or affecting any Company Employees. (b) The Company and its subsidiaries have no notice or consultation obligations to any labor union, labor organization or works council, which is representing any Company Employee, in connection with the execution of this Agreement or consummation of the transactions contemplated by this Agreement, except as would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations ActMaterial Adverse Effect. There are no pending or, to the Knowledge knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of Actions against the Company or any Company Subsidiaries. To of its subsidiaries relating to Employment Laws, except as would not reasonably be expected to have, individually or in the Knowledge of aggregate, a Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the Companyaggregate, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31a Material Adverse Effect, 2008. The the Company and the Company Subsidiaries its subsidiaries are, and since December 31, 2008 the Applicable Date have been, in compliance in all material respects with all applicable Laws relating to employment labor and employment practicesemployment, including provisions thereof relating to workers’ compensation, all Laws respecting terms and conditions of employment, worker health and safety, wages and hourshours (including the classification of employees as exempt or non-exempt from overtime pay requirements and the proper classification of individuals as non-employee contractors or consultants), civil rightssocial security payments and housing fund contribution, mandatory provident fund or other statutory pension contribution, immigration, discrimination, immigrationdisability rights, collective bargainingplant closures and layoffs, workers’ compensation, labor relations, employee leave issues, and unemployment insurance (collectively, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN ActEmployment Laws”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiary.

Labor and Employment Matters. (a) Neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any collective bargaining agreement or other relationship similar agreement with any a labor union, works council, employee representative, council or other organization representinglabor organization. There is no (i) unfair labor practice, purporting labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to represent the knowledge of the Company, threatened against the Company or attempting any of its Subsidiaries, (ii) to the knowledge of the Company, certification or representation proceeding or other organizing effort by a labor union or representative thereof seeking to represent any employee employees of the Company or any Company Subsidiary. There is no ongoing of its Subsidiaries, or (iii) pending lockout, strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, stoppage or, to the Knowledge knowledge of the Company, is anticipated threat thereof by or with respect to any employee (such employees, in each case, that has had or employee representative) of the Company or any Company Subsidiary. Except for matters thatwould reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company. (b) Each of the Company and its Subsidiaries is in compliance with all Applicable Laws respecting employment and employment practices, including terms and conditions of employment, discrimination in employment, worker classification (including the proper classification of workers as independent contractors and consultants), wages and hours and occupational safety and health, except where the failure to so comply has not had and would not reasonably be expected to have have, individually or in the aggregate, a material impact Material Adverse Effect on the Company and Company. (c) Since January 1, 2021 through the Company Subsidiaries, taken as a wholedate of this Agreement, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge the knowledge of the Company, no allegations of sexual or other unlawful harassment or discrimination have been made against any current or former employee of the Company or any Company Subsidiary is its Subsidiaries at the level of Senior Vice President or above in violation of any term of any employment Contractconnection with their employment, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6ii) months, neither the Company nor any Company Subsidiary of its Subsidiaries has engaged in entered into any unfair labor practices within the meaning settlement agreement related to allegations of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened sexual or reasonably anticipated union representation demands, petitions, other unlawful harassment or elections with respect to discrimination by any current or former employee of the Company or any Company Subsidiaries. To its Subsidiaries at the Knowledge level of Senior Vice President or above, and (iii) to the knowledge of the Company, there have been no, and there are no other ongoing proceedings currently pending or threatened union organization activities with respect threatened, related to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions allegations of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. sexual or any similar other unlawful harassment or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary discrimination by any current or former director, officer, employee or contractor relating to employment matters at of the Company or any Company Subsidiaryits Subsidiaries at the level of Senior Vice President or above in connection with their employment.

Labor and Employment Matters. (a) Neither the Company nor any Company Subsidiary of its Subsidiaries is a party to to, or bound by by, or currently negotiating in connection with entering into, any collective bargaining agreement agreements or other relationship labor contracts or understandings with any labor unionunions, works council, employee representativecouncils, or labor organizations. There is no (i) material unfair labor practice, labor dispute (other organization representingthan routine individual grievances) or labor arbitration proceeding pending or, purporting to represent the knowledge of the Company, threatened in writing against the Company or attempting any of its Subsidiaries relating to their businesses, (ii) activity or proceeding by a labor union or representative thereof to the knowledge of the Company to organize or represent any employee current or former employee, officer, director, consultant or independent contractor of the Company or any Company Subsidiary. There is no ongoing of its Subsidiaries (each, an “Employee”), or (iii) lockout, strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, stoppage or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated threat thereof by or with respect to such Employees, and during the last three years there has not been any employee such action. (b) There are no complaints, charges or employee representative) of claims against the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no its Subsidiaries pending or, to the Knowledge knowledge of the Company, threatened in writing to be brought by or reasonably anticipated union representation demandsfiled with any Governmental Authority or otherwise based on, petitionsarising out of, in connection with, or elections with respect otherwise relating to the employment or termination of employment of any employee of individual by the Company or any of its Subsidiaries that, if individually or collectively resolved against the Company or its Subsidiaries. To the Knowledge of , would reasonably be expected to result in material liability to the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The . (c) Each Group Company and the Company Subsidiaries are, and since December 31, 2008 have been, is in compliance in all material respects with all applicable Laws laws relating to employment and employment practices, including provisions thereof relating those related to workers’ compensationwages, work hours, shifts, overtime, Social Security Benefits, holidays and leave, collective bargaining terms and conditions of employmentemployment and the payment and withholding of Taxes and other sums as required by the competent Governmental Authority and have withheld and paid in full to the competent Governmental Authority, worker safetyor are holding for payment not yet due to such Governmental Authority, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. all amounts required to be withheld from or paid with respect to any of its current or former Employees or any similar or related Law other person (the “WARN Act”), and including the withholding and payment of social security all individual income taxes and contributions to Social Security Benefits payable), and is not liable for any arrears of wages, Taxes, penalties or other employment-related Taxes. Section 5.9 sums for failure to comply with any of the Company Disclosure Schedule contains a complete and correct list by nameforegoing. (d) Since December 31, date2019, site of employment, and reason for termination of those individuals terminated by neither the Company nor any of its Subsidiaries engaged in layoffs, facility closings or employment terminations that have resulted in, or would reasonably be expected to result in, material liability to the Company and its Subsidiaries under, any state, local or foreign Law or regulation covering or with respect to layoffs or facility closings. (e) Each Group Company Subsidiary during incorporated in the 90-day period prior to PRC has entered into labor contracts with each of its employees in accordance with applicable Law. No Group Company incorporated in the PRC has used the service provided by any Employee employed or engaged through labor dispatch or similar arrangement. (f) As of the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge none of the Company, threatened material Actions against Group Companies has received any written notice from any officer of the Company Group Companies that he or any Company Subsidiary by any current or former director, officer, employee or contractor relating she intends to employment matters at resign from the Company or any Company SubsidiaryGroup Companies.

Labor and Employment Matters. Neither (a) Prior to the date hereof, the Company nor any Company Subsidiary is has provided to Buyer a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee complete and accurate list of all of employees of the Company as of May 31, 2011 (“Business Employees”) describing for each such Business Employee, as of such date, such Business Employee’s position, whether classified as exempt or non-exempt for wage and hour purposes, date of hire, business location, annual base salary, weekly/hourly rates of compensation and the budgeted, aggregate amount of all bonus, severance and other amounts to be paid to all Business Employees at the Closing or otherwise in connection with the transactions contemplated hereby. The Company does not regularly utilize, in place of salaried or hourly employees, any independent contractors, consultants, temporary employees, leased employees or other servants or agents in the day-to-day operation of the business of the Company, as currently conducted. (b) Except as set forth in Schedule 2.23(b): (i) there is no, and during the past two (2) years there has not been any, labor strike, picketing of any nature, labor dispute (other than employee grievances), organized slowdown or any Company Subsidiary. There is no ongoing strikeother concerted interference with normal operations, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, stoppage or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, lockout pending or, to the Knowledge Company’s knowledge, threatened against or affecting the business of the Company, is anticipated ; (ii) the Company has no duty to bargain with any union or labor organization or other Person purporting to act as exclusive bargaining representative of any Business Employees or Contingent Workers with respect to the wages, hours or other terms and conditions of employment of any employee (Business Employee or employee representative) of the Company Contingent Worker or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected pursuant to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (iirelationship or agreement permitted by Section 8(f) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There , 29 U.S.C. s. 158(f) (“Section 8(f)”); (iii) to the Company’s knowledge, there are no pending or, union claims or demands to the Knowledge of the Company, threatened represent a Business Employee or reasonably anticipated union representation demands, petitions, or elections Contingent Worker and there are no organizational campaigns in progress with respect to any employee of the Business Employees or Contingent Workers; (iv) there is no collective bargaining agreement or other contract with any union, or work rules or practices agreed to with any union, binding on the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31Business Employee or Contingent Worker; (v) during the past three (3) years, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, has not engaged in any unfair labor practice; (vi) the Company is in compliance in all material respects with all applicable Laws relating to employment and respecting labor, employment, fair employment practices, including provisions thereof relating to workers’ compensationwork place safety and health, terms and conditions of employment, worker safety, and wages and hours; (vii) the Company is not delinquent in any payments to any Business Employee or Contingent Worker for any wages, civil rightssalaries, commissions, bonuses, fees or other direct compensation due with respect to any services performed for the Company prior to the date hereof or amounts required to be reimbursed to such Business Employees or Contingent Workers; (viii) there are no pending, and within the last three (3) years there have been no formal or informal material grievances, material complaints or material charges with respect to employment or labor matters (including allegations of employment discrimination, immigrationretaliation or unfair labor practices) and, collective bargainingto the Company’s knowledge, no such actions are threatened against the Company in any judicial, regulatory or administrative forum, under any private dispute resolution procedure or internally; (ix) none of the employment policies or practices of the Company is currently being audited or investigated, or to the Company’s knowledge, subject to imminent audit or investigation by any Governmental Authority; (x) the Company is not, and within the last three (3) 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; (xi) the Company is in compliance in all material respects with the requirements of the Immigration Reform Control Act of 1986, as amended; (xii) all Business Employees, except union-represented employees, are employed at-will and no non-union-represented Business Employees are parties to any employment contract with the Company; (xiii) there is no policy, plan or program of paying severance pay or any form of severance compensation in connection with the termination of any Business Employee or Contingent Worker. (c) During the period from January 1, 2008 through the date hereof, except as set forth on Schedule 2.23(c), the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. Company has not experienced a “plant closing,” “business closing,” or “mass layoff” as defined in the WARN Act or any similar or related applicable Law (the “WARN Act”), and the withholding and payment affecting any site of social security and other employment-related Taxes. Section 5.9 employment of the Company Disclosure Schedule contains a complete and correct list by name, date, or one or more facilities or operating units within any site of employmentemployment or facility of the Company, and reason for termination of those individuals terminated by the Company or any Company Subsidiary and, during the 90-day period prior immediately preceding the date hereof, no Business Employee has suffered an “employment loss,” with respect to the Company as defined in the WARN Act. Schedule 2.23(c) sets forth for each Business Employee who has suffered such an “employment loss” during the 90-day period immediately preceding the date hereof (i) the name of such employee (ii) the date of this Agreementhire of such employee, (iii) such employee’s regularly scheduled hours over the six (6) month period prior to such “employment loss” and (iv) such employee’s last job title(s), location, assignment(s) and department(s) with the Company. (d) The Company is in compliance in all material respects with all applicable affirmative action obligations under any applicable Law, including Executive Order 11246. Neither To the extent that any Contingent Workers are employed, the Company nor any Company Subsidiary is required to have, has properly classified and does not have, any affirmative action treated them in accordance with applicable Laws and for purposes of all employee benefit plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiaryand perquisites.

Labor and Employment Matters. (a) (i) Neither the Company Triton nor any Company Subsidiary of its Subsidiaries is a party to to, or bound by, any collective bargaining agreement or similar agreement with any labor union, labor organization or employee association and (ii) no employees of Triton or its Subsidiaries are represented by any labor union or employee association with respect to such employment. (i) There is no labor strike, material dispute, material grievance, arbitration, slowdown, work stoppage or lockout pending or, to the Knowledge of Triton, threatened against or affecting Triton or any of its Subsidiaries, (ii) to the Knowledge of Triton, no union organizing, campaigning, representation or certification proceedings for recognition or certification, or other election activity involving, any employee of Triton or any of its Subsidiaries is underway or threatened, (iii) there is no unfair labor practice charge or complaint against Triton or any of its Subsidiaries pending or, to the Knowledge of Triton, threatened before the National Labor Relations Board or any similar state or foreign agency, (iv) there is no grievance or arbitration proceeding pending or, to the Knowledge of Triton, threatened arising out of or relating to any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is grievance procedure and (v) no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated charges with respect to or relating to Triton or any employee of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices. (c) Since January 1, 2012, neither Triton nor any of its Subsidiaries has violated any statute, Law or employee representative) order regarding the terms and conditions of employment of employees, former employees or prospective employees or other labor related matters, including Laws and orders relating to discrimination, classification, fair labor standards and occupational health and safety, wrongful discharge or violation of the Company personal rights of employees, former employees or prospective employees (including in connection with any Company Subsidiary. Except for matters thatreduction in force), individually or in the aggregateexcept as has not, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiarya Triton Material Adverse Effect.

Labor and Employment Matters. Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship Except as set forth in SCHEDULE 4.13, (a) MOD and its subsidiaries are and have been in compliance in all respects with any labor unionall applicable laws respecting employment and employment practices, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor disputeterms, and since December 31conditions of employment and wages and hours, 2008including, no such dispute has occurredlaws respecting employment discrimination, been threatenedequal opportunity, oraffirmative action, to the Knowledge of the Companyworker's compensation, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters thatoccupational safety, individually or and health requirements and unemployment insurance and related matters, and are not engaged in the aggregate, and have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning practice; (b) no investigation or review by or before any governmental entity concerning any violations of the National Labor Relations Act. There are no any such applicable laws is pending ornor, to the Knowledge knowledge of MOD is any such investigation threatened or has any such investigation occurred during the last three years, and no governmental entity has provided any notice to MOD or any of its subsidiaries or otherwise asserted an intention to conduct any such investigation; (c) there is no labor strike, dispute, slowdown, or stoppage actually pending or threatened against MOD or any of its subsidiaries; (d) no union representation question or union organizational activity exists respecting the employees of MOD or any of its subsidiaries; (e) no collective bargaining agreement exists which is binding on MOD or any of its subsidiaries; (f) neither MOD nor any of its subsidiaries has experienced any work stoppage or other labor difficulty; and (g) in the event of termination of the Companyemployment of any of the current officers, threatened or reasonably anticipated union representation demandsdirectors, petitionsemployees, or elections with respect agents of MOD or any of its subsidiaries, neither MOD nor any of its subsidiaries shall pursuant to any employee agreement or by reason of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period anything done prior to the date Effective Time by MOD or any of this Agreement. Neither the Company nor its subsidiaries be liable to any Company Subsidiary is required to haveof said officers, and does not havedirectors, any affirmative action plans or programs. There are no pendingemployees, or agents for so-called "severance pay" or any other similar payments or benefits, including, without limitation, post-employment healthcare (other than pursuant to COBRA) or insurance benefits, except to the Knowledge of extent that any matter in Items (a), (b), (f) and (g) could reasonably be expected individually or in the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating aggregate to employment matters at the Company or any Company Subsidiaryhave a Material Adverse Effect on MOD.

Labor and Employment Matters. Neither (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company nor and each Company Subsidiary is, and for the past two years has been, in compliance with all applicable labor and employment Laws, including all such Laws enacted in connection with the novel coronavirus (COVID-19) pandemic or otherwise relating to: (i) wages, hours and any similar mass layoff Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation; (ii) the collection and payment of withholding and/or social security Taxes and any similar Tax; and (iii) deductions, payments and contributions of retirement insurance, medical insurance, unemployment insurance, work-related injury insurance, birth and nursery insurance, pension fund insurance and any other social benefit payments required by applicable Law. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) there are no controversies pending or, to the knowledge of the Company, threatened between the Company or any Company Subsidiary and any of their respective current or former employees, contractors, subcontractors, agents or other persons engaged by the Company or any Company Subsidiary in connection with their businesses (collectively, “Company Personnel”), including controversies with respect to the items listed in Section 4.10(a) whether directly between the Company or any Company Subsidiary and any Company Personnel or before or involving any Governmental Authority; (ii) there are no collective bargaining agreement or other labor union contract applicable to persons employed by the Company or any Company Subsidiary and to which the Company or any Company Subsidiary is a party to or bound by any collective bargaining agreement by; (iii) there are no labor unions or other relationship with any labor union, works council, employee representative, organizations representing or other organization representing, purporting to represent any Company Personnel, nor are there any organizational campaigns, petitions or attempting to represent any employee other unionization activities seeking recognition of a collective bargaining unit which could affect the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee ; (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (iiv) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no practice complaints pending, or to the Knowledge knowledge of the Company, threatened material Actions threatened, against the Company or any Company Subsidiary before any Governmental Authority; and (v) there is no strike, slowdown, work stoppage or lockout, or similar activity or, threat thereof, by any current or former director, officer, employee or contractor relating with respect to employment matters at the Company or any Company SubsidiaryPersonnel, nor has there been any such occurrence during the past two years. (c) The consummation of the Transactions will not (either alone or together with any other event) entitle any individual Company Personnel to severance pay or accelerate the time of payment or vesting or trigger any payment of funding (through a trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation. No amount payable or economic benefit to be provided to any individual Company Personnel in connection with the consummation of the Transactions is expected to or could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code.

Labor and Employment Matters. Neither (a) Section 3.11(a) of the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any Disclosure Schedule lists each employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge all Subsidiaries of the Company, whether such person is anticipated with respect employed on a full-time or part-time basis. Those employees of the Company (exclusive of the former employees of the Company and its Subsidiaries who became employees of Gastro Company or New Co.) are sufficient to any employee (or employee representativeconduct the operations of the Company, other than the Gastrodiagnostic Business, as currently conducted and as conducted as of the Spin-Off Date. Except as set forth in Section 3.11(a) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a wholeDisclosure Schedule, (i) there are no labor disputes currently subject controversies pending or, to the knowledge of the Company, threatened between the Company or any grievance procedure or arbitration under of its Subsidiaries and any collective bargaining agreement, of their respective employees and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending oror such Subsidiary, nor, to the Knowledge knowledge of the Company, threatened are there any activities or reasonably anticipated proceedings of any labor union representation demands, petitions, or elections with respect to organize any employee such employees. (b) Each of the Company or any Company Subsidiaries. To the Knowledge and each of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company its Subsidiaries are, and since December 31, 2008 have been, is in compliance in all material respects with all applicable Laws laws relating to the employment and employment practicesof labor, including provisions thereof relating those related to workers’ compensationwages, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigrationimmigration and naturalization, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), bargaining and the payment and withholding and payment of social security taxes and other employment-related Taxes. Section 5.9 sums as required by the appropriate Governmental Authority and 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 Disclosure Schedule contains a complete and correct list by nameor such Subsidiary, date, site of employmentas the case may be, and reason is not liable for termination any arrears of those individuals terminated wages, taxes, penalties or other sums for failure to comply with any of the foregoing. Each of the Company and each of its Subsidiaries has paid in full to all employees or adequately accrued for in accordance with GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees and there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary before any Governmental Authority with respect to any persons currently or formerly employed by the Company or any Company Subsidiary during such Subsidiary, as the 90-day period prior to the date of this Agreementcase may be. Neither the Company nor any Company Subsidiary is required to havea party to, and does not haveor otherwise bound by, any affirmative action plans consent decree with, or programscitation by, any Governmental Authority relating to employees or employment practices. There are is no pendingcharge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or, or to the Knowledge knowledge of the Company, threatened material Actions against with respect to the Company or any of its Subsidiaries. There is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the Company’s knowledge, threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Company Subsidiary by has employed, employs or has been alleged to employ any current person that, if adversely determined, would individually or former directorin the aggregate, officerresult in any material Liability to the Company. (c) To the knowledge of the Company, no employee or contractor relating to employment matters at consultant of the Company or any of its Subsidiaries is in material violation of (i) any contract or agreement with the Company or such Subsidiary, as the case may be, or (ii) any restrictive covenant relating to the right of any such employee or consultant to be employed by the Company or such Subsidiary or to use trade secrets or proprietary information of others. (d) In the past two years, there has been no, nor will any action to be taken by the Company or any of its Subsidiaries pursuant to this Agreement constitute a, “mass layoff,” “employment loss,” or “plant closing” as defined by the federal Worker Adjustment and Retraining Notification Act (“WARN”), nor any equivalent notice triggering event under any analogous and applicable state WARN laws, in respect of the Company or any of its Subsidiaries. (e) All directors, officers, management employees and technical and professional employees of the Company and its Subsidiaries are under written obligation to the Company or such Subsidiary, as the case may be, to maintain in confidence all confidential or proprietary information acquired by them in the course of their employment and to assign to the Company all inventions made by them within scope of their employment during such employment and for a reasonable period thereafter.

Labor and Employment Matters. Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representativea) Section 4.11(a) of the Company or any Company Subsidiary. Except for matters thatDisclosure Schedules sets forth a true, individually or in the aggregate, have not had correct and would not reasonably be expected to have a material impact on complete list of all employees of the Company and any Company Subsidiary as of the Company Subsidiariesdate hereof, taken as including any employee who is on a wholeleave of absence of any nature, authorized or unauthorized, and sets forth for each such individual the following, on a no name basis: (i) there are no labor disputes currently subject to any grievance procedure title or arbitration under any collective bargaining agreement, and position (including whether full or part time); (ii) to Knowledge hire date and service commencement date (if different); (iii) current annualized base salary or (if paid on an hourly basis) hourly rate of pay; and (iv) commission, bonus or other incentive based compensation. As of the Companydate hereof, no employee all compensation, including wages, commissions and bonuses, due and payable to all employees of the Company or and any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, for services performed on or any other restrictive covenant or legal obligation to a former employer relating prior to the right of any such employee to be employed by date hereof have been paid in full (or to perform currently-assigned or reasonably-anticipated duties for accrued in full in the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six Company’s financial statements). (6i) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no material Actions pending or, to the Knowledge knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any of their respective current or former directoremployees; (ii) neither the Company nor any Company Subsidiary is, officernor has either the Company or any Company Subsidiary been since the Formation Date, employee a party to, bound by, or contractor relating negotiating any collective bargaining agreement or other contract with a union, works council or labor organization applicable to employment matters at persons employed by the Company or any Company Subsidiary, nor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees; (iii) there are no unfair labor practice complaints pending against the Company or any Company Subsidiary before the National Labor Relations Board; and (iv) there has never been, nor, to the knowledge of the Company, has there 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 or any Company Subsidiary. (c) The Company and the Company Subsidiaries are and have been since the Formation Date in material compliance in all respects with all applicable Laws relating to the employment, employment practices, employment discrimination, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state or local Laws), immigration, meal and rest breaks, pay equity, workers’ compensation, family and medical leave, and occupational safety and health requirements, payment of wages, hours of work, and collective bargaining as required by the appropriate Governmental Authority and are not liable for any material arrears of wages, penalties or other sums for failure to comply with any of the foregoing.

Labor and Employment Matters. (a) Neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or to, bound by or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or other relationship understanding with any a labor union, works council, employee representative, union or other organization representing, purporting to represent or attempting to represent any employee organization. None of the employees of the Company or any of its Subsidiaries is represented by any union with respect to his or her employment by the Company or such Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any material unfair labor practices within the meaning of the National Labor Relations Act. There are no practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or reasonably anticipated any of its Subsidiaries relating to their businesses, (ii) activity or proceeding by a labor union representation demands, petitions, or elections with respect representative thereof to the Knowledge of the Company to organize any employee employees of the Company or any Company of its Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities (iii) lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees, and during the last three (3) years there has not been any such employee action. (b) Since January 1, 2007, (i) there has been no "mass layoff" or "plant closing" as defined by the Worker Adjustment and no such union organization activities have occurred since December 31Retraining Notification Act of 1998 (the "WARN Act") in respect of the Company or any of its Subsidiaries and (ii) neither the Company nor any of its Subsidiaries has been affected by any transactions or engaged in layoffs or employment terminations sufficient in number to trigger application of any state, 2008. local, or foreign law or regulation which is similar to the WARN Act. (c) The Company and the Company Subsidiaries are, and since December 31, 2008 have been, is in compliance in all material respects with all applicable Applicable Laws relating to employment and employment practicesrespecting employment, including provisions thereof relating to workers’ compensationdiscrimination in employment, terms and conditions of employment, worker safetyclassification (including the proper classification of workers as independent contractors and consultants), wages wages, hours and hoursoccupational safety and health and employment practices, civil rights, discrimination, immigration, collective bargaining, including the Worker Adjustment Immigration Reform and Retraining Notification Control Act, 29 U.S.C. § 2109 et seq. or and is not engaged in any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiaryunfair labor practice.

Labor and Employment Matters. Neither (a) Except as set forth on Schedule 3.17(a), with respect to the Company nor any Company Subsidiary is a party to or bound by any Business, no collective bargaining agreement exists that is binding on Seller and, except as described on Schedule 3.17(a), no petition has been filed or other relationship proceedings instituted by an employee or group of employees with any labor union, works council, employee relations board seeking recognition of a bargaining representative, or other organization representing, purporting . Schedule 3.17 (a) describes any organizational effort related to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, Business currently being made or, to the Knowledge Seller's Knowledge, threatened by or on behalf of the Companyany labor union to organize any employees of Nice. (b) Except as set forth on Schedule 3.17(a), is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a wholeBusiness, (i) there are is no labor disputes currently subject strike, dispute, slow down or stoppage pending or, to any Seller's Knowledge, threatened against or directly affecting the Business, (ii) no grievance procedure or arbitration proceeding arising out of or under any collective bargaining agreementagreement is pending, and no claims therefor exist; and (iii) neither Seller, nor of its Affiliates has received any notice or has any Knowledge of any threatened labor or civil rights dispute, controversy or grievance or any other unfair labor practice proceeding or breach of contract claim or action with respect to claims of, or obligations to, any employee or group of employees of Nice. (c) With respect to the Business, Seller has complied and is currently complying, in all material respects, in respect of all employees of Nice, with all Applicable Laws respecting employment and employment practices and the protection of the health and safety of employees. (d) With respect to the Business, all individuals who are performing or have performed services for Seller, or any Affiliate thereof and are or were classified by Seller or any Affiliate as "independent contractors" qualify for such classification under Section 530 of the Revenue Act of 1978 or Section 1706 of the Tax Reform Act of 1986, as applicable, except for such instances which are not, in the aggregate, material. (e) Schedule 3.17(e) sets forth all Employees of Nice receiving or seeking worker's compensation benefits, as well as the following for each such Employee: (i) brief description of the injury; (ii) to Knowledge weekly compensation; (iii) estimated benefit period; and (iv) estimate of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security medical and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiaryexpenses payable.

Labor and Employment Matters. Neither Except as identified on Schedule 2.9, there are no employment agreements, collective bargaining agreements or other labor agreements to which the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There which it is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008bound. The Company and the Subsidiary have provided to the Buyer true and complete copies of all agreements identified on Schedule 2.9. Schedule 2.9 also sets forth the name, position and salary of all 13 individuals employed by the Subsidiary (exclusive of independent contractors and consultants). The Company Subsidiaries arehas no employees. The Subsidiary is in compliance, and since December 31at all times has complied, 2008 have been, in compliance in all material respects with all applicable Laws laws, rules and regulations relating to the employment and employment practicesof labor, including provisions thereof relating those related to workers’ compensationwages, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment occupational safety and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”)health, and the payment and withholding and payment of social security taxes and other employment-related Taxes. Section 5.9 sums as required by appropriate Governmental Entities (“Employment Laws”) and has withheld and paid to the appropriate Governmental Entities or are holding for payment not yet due to such Governmental Entities, all amounts required to be withheld from employees of the Company Disclosure Schedule contains a complete Subsidiary and correct list by nameare not liable for any arrears of wages, datetaxes, site penalties or other sums for failure to comply with any of employment, and reason for termination of those individuals terminated by the Company foregoing. There is no (i) unfair labor practice complaint against the Subsidiary pending before the National Labor Relations Board or any Company Subsidiary during the 90-day period prior state or local agency and, to the date knowledge of this Agreement. Neither the Company nor any Company Subsidiary Company, no such complaint is required to have, and does not have, any affirmative action plans or programs. There are no threatened; (ii) pending, or to the Knowledge knowledge of the Company, threatened labor strike or other material Actions labor trouble affecting the Subsidiary; (iii) material labor grievance pending or, to the knowledge of the Company, threatened against the Company Subsidiary; (iv) pending or, to the knowledge of the Company, threatened representation respecting the employees of the Subsidiary by a labor union; (v) pending or, to the knowledge of the Company, threatened arbitration proceedings arising out of or under any collective bargaining agreement to which the Subsidiary is a party; and (vi) claim currently pending or, to the knowledge of the Company, threatened against the Subsidiary alleging the violation of any Employment Laws, or any other asserted or threatened claim whatsoever, whether based in tort, contract or law, arising out of or relating in any way to any person’s employment (actual or alleged), application for employment or termination of employment with the Subsidiary. The Company and the Subsidiary by any current have complied with all laws, rules, statutes, ordinances, regulations and requirements of all Governmental Entities (“Applicable Laws”), including, but not limited to, Employment Laws, related to the use of independent contractors and consultants in the conduct of the Business, except for such failures to comply as will not have a Material Adverse Effect. For purposes of this Section 2.9, “employees” includes employees, independent contractors, consulting employees, and other persons filling similar functions. All employees of the Subsidiary reside and perform their job duties solely within the United States, and none of such employees perform services pursuant to a visa or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiarysimilar authorization.

Labor and Employment Matters. (a) Section 3.12 of the Company Disclosure Letter sets forth a true and complete list of each current Company Employee, and any future employee for whom the Company or any of its subsidiaries has made an offer of employment, including for each such current Company Employee: (i) name, (ii) job title, (iii) department, (iv) date of hire or expected start date, (v) classification as exempt or non-exempt under the Fair Labor Standards Act, (vi) full-time or part-time status, (vii) immigration status (whether on a visa), (viii) work location, (ix) annual base salary or wages, (x) annual target incentive or bonus compensation for the current fiscal year (or other applicable bonus period), (xi) the annual incentive or bonus compensation paid for the prior calendar year (or prior bonus period), (xii) employing entity and (xiii) leave status. To the knowledge of the Company, no current Company Employee is a party to, or is otherwise bound by, any agreement or arrangement with any third party, including any confidentiality or non-competition agreement, that in any way materially adversely affects or restricts the performance of such Company Employee’s duties for the Company and its subsidiaries. No current Company Employee has a principal place of employment outside the United States, or, to the knowledge of the Company, is subject to the labor and employment laws of any country other than the United States. (b) Neither the Company nor any Company Subsidiary subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, organization or other organization representing, purporting to represent or attempting to represent any employee representative of the Company or any Company SubsidiaryEmployees, nor is any such agreement being negotiated by the Company. There is Since the Applicable Date, there have been no ongoing strike, slowdown, picketingstrikes, work stoppagestoppages, walkoutslowdowns, concerted refusal to work overtime, lockouts or other similar material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of against the Company or any of its subsidiaries. (c) There are no (i) unfair labor practice complaints pending against the Company Subsidiaries. To or any subsidiary before the Knowledge National Labor Relations Board or any other labor relations tribunal or authority, (ii) to the knowledge of the Company, there are no other ongoing union organizing efforts regarding any Company Employees, or threatened union organization activities with respect to (iii) liabilities or obligations under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any such employee and no such union organization activities have occurred since December 31similar state or local Law (collectively, 2008. the “WARN Act”) that remain unsatisfied. (d) The Company and the Company Subsidiaries areis, and since December 31the Applicable Date, 2008 have has been, in compliance in all material respects with all applicable Laws relating to laws regarding labor, employment and employment practices, including provisions thereof relating to workers’ compensation, terms health and conditions of employment, worker safety, wages and hourshours (including the classification of independent contractors and exempt and non-exempt employees), civil rightsimmigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), employment discrimination, immigrationharassment, collective bargainingretaliation, restrictive covenants, pay transparency, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programsworkers’ compensation. There are no pendingpending or, or to the Knowledge knowledge of the Company, threatened material Actions actions or proceedings relating to employees or employment practices. (e) Since the Applicable Date: (i) to the knowledge of the Company, no allegations of sexual harassment or unlawful discrimination have been made against any management-level employee or officer of the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at of its subsidiaries; and (ii) neither the Company or nor its subsidiaries have entered into any Company Subsidiarysettlement agreements related to such allegations.

Labor and Employment Matters. Neither (a) (i) There are no controversies relating to or arising out of a collective bargaining relationship between the Company or any Company Subsidiary and any union pending or, to the knowledge of the Company, threatened between the Company or any Company Subsidiary and any of their respective employees, which controversies would, individually or in the aggregate, have a Company Material Adverse Effect, (ii) neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship labor union contract applicable to persons employed by the Company or any Company Subsidiary, (iii) to the knowledge of the Company, as of the date hereof there are not any organizational campaigns, petitions or other activities or proceedings of any labor union to organize any such employees that would, individually or in the aggregate, have a Company Material Adverse Effect, (iv) neither the Company nor any Company Subsidiary has breached or otherwise failed to comply with any labor union, works council, employee representative, provision of any collective bargaining or other organization representinglabor union contract applicable to persons employed by the Company or any Company Subsidiary, purporting and there are no material grievances outstanding against the Company or any Company Subsidiary under any such agreement or contract that would, individually or in the aggregate, have a Company Material Adverse Effect, (v) there are no unfair labor practice complaints pending against the Company or any Company Subsidiary before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving employees of the Company or any Company Subsidiary that would, individually or in the aggregate, have a Company Material Adverse Effect and (vi) as of the date hereof, there is no strike, slowdown, work stoppage or lockout, or, to represent the knowledge of the Company, threat thereof by any union or attempting significant group of union workers, by or with respect to represent any employee employees of the Company or any Company Subsidiary. There The consent of each labor union which is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, a party to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (iiagreements listed in Section 3.11(a) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company has been obtained or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is not required to have, and does not have, any affirmative action plans or programs. There are no pending, or to consummate the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company SubsidiaryTransactions.

Labor and Employment Matters. Neither (i) Except as set forth on Schedule 3(s), (A) no employee of the Company or any Subsidiary thereof is represented by a labor union, no labor union has been certified or recognized as a representative of any such employee, and neither the Company nor any Company Subsidiary is a party to or bound by thereof has any obligation under any collective bargaining agreement or other relationship agreement with any labor union or any obligation to recognize or deal with any labor union, works council, employee representative, and there are no such Contracts or other organization representing, purporting agreements pertaining to represent or attempting to represent which determine the terms or conditions of employment of any employee of the Company or any Subsidiary thereof; (B) there are no pending or threatened representation campaigns, elections or proceedings; (C) the Company Subsidiary. There is has no ongoing strikeKnowledge of any strikes, slowdown, picketing, slowdowns or work stoppage, walkout, concerted refusal to work overtimestoppages of any kind, or other material labor disputethreats thereof, and since December 31, 2008, no such dispute activities occurred during the 24-month period preceding the date hereof; (D) neither the Company nor any Subsidiary thereof has occurredengaged in, admitted committing or been threatened, or, held to the Knowledge of the Company, is anticipated with respect to have committed any employee unfair labor practice; and (E) there are no controversies or employee representative) of grievances between the Company or any Subsidiary thereof and any of its employees or representatives thereof. (ii) Schedule 3(s) sets forth all Contracts under which the Company Subsidiary. or any Subsidiary thereof has any obligation to provide compensation or remuneration of any kind (other than obligations to make current wage or salary payments that are terminable at will without notice) to or on behalf of any employee or consultant. (iii) Except for matters thatas set forth on Schedule 3(s), the Company and each of its Subsidiaries have at all times complied in all material respects, and are in material compliance with, all applicable laws, rules and regulations respecting employment, wages, hours, compensation, benefits, and payment and withholding of taxes in connection with employment. (iv) Except as could not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on Material Adverse Effect, the Company and the Company Subsidiarieseach of its Subsidiaries have at all times since July 31, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement1994 complied with, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with with, all applicable Laws relating to employment laws, rules and employment practices, including provisions thereof relating to workers’ compensation, terms regulations respecting occupational health and conditions of employment, worker safety, wages and hourswhether now existing or subsequently amended or enacted, civil rightsincluding, discrimination, immigration, collective bargainingwithout limitation, the Worker Adjustment and Retraining Notification ActOccupational Safety & Health Act of 1970, 29 U.S.C. § 2109 Section 651 et seq. and the state analogies thereto, all as amended or any similar or related Law (the “WARN Act”)superseded from time to time, and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor common law doctrine relating to employment matters at the Company or any Company Subsidiaryworker health and safety.

Labor and Employment Matters. Neither (a) Except as set forth in Section 4.11 of the Disclosure Schedule, (i) there is no Action, nor any controversies pending or, to the knowledge of the Company, threatened (and nor are there any circumstances likely to give rise thereto) between the Company or any Subsidiary and any of their respective employees or former employees (or their representatives) that would have a Material Adverse Effect; (ii) neither the Company nor any Company Subsidiary is a party to any procedural, recognition or bound by any collective bargaining agreement or other relationship labor union contract applicable to persons employed by the Company or any Subsidiary, nor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees; (iii) neither the Company nor any Subsidiary has 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 Subsidiary under any such agreement or contract; (iv) there are no unfair labor union, works council, employee representative, practice complaints pending against the Company or any Subsidiary before the National Labor Relations Board (or any other organization representing, purporting to represent relevant authority) or attempting to represent any employee current union representation questions involving employees of the Company or any Company Subsidiary. There ; and (v) there is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, stoppage or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatenedlockout, or, to the Knowledge knowledge of the Company, is anticipated threat thereof, by or with respect to any employee (or employee representative) employees of the Company or any Company Subsidiary. Except for matters that, individually or The consent and/or consultation of the labor unions which are a party to the collective bargaining agreements listed in Section 4.11 of the aggregate, have Disclosure Schedule is not had and would not reasonably be expected required to have a material impact on consummate the Transactions. (b) The Company and the Company SubsidiariesSubsidiaries are in compliance with all applicable laws relating to the employment of labor (including former labor), taken as a wholeincluding, (i) there are no labor disputes currently subject without limitation, those related to any grievance procedure or arbitration under any wages, hours, immigration, collective bargaining agreement, and (ii) the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to Knowledge of the Company, no employee appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from current and former employees of the Company or any Company Subsidiary is in violation and are not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008foregoing. The Company and the Company Subsidiaries arehave paid in full to all current and former employees or adequately accrued for in accordance with GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and since December 31, 2008 have been, in compliance in all material respects other compensation due to or on behalf of such employees and there is no claim with all applicable Laws relating respect to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by namewages, date, site of employment, and reason for termination of those individuals terminated salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any persons currently or formerly employed by the Company or any Company Subsidiary during the 90-day period prior to the date of this AgreementSubsidiary. Neither the Company nor any Company Subsidiary is required to havea party to, and does not haveor otherwise bound by, any affirmative action plans consent decree with, or programscitation by, any Governmental Authority relating to employees or employment practices. There is no inquiry, investigation or charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or threatened (and nor are no pending, or there any circumstances likely to give rise thereto) with respect to the Knowledge Company or any Subsidiary. There is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the knowledge of the Company, threatened material Actions against (and nor are there any circumstances likely to give rise thereto) before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Company or any Company Subsidiary by have employed or employ any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiaryperson.

Labor and Employment Matters. Neither (a) The Company has, prior to the Signing Date, made available to Parent in the Virtual Data Room a correct and complete list of all employees of the Company and any Company Subsidiary as of the Signing Date, including any such employee who is on a leave of absence of any nature, authorized or unauthorized, and sets forth for each such individual the following, on a no name basis: (i) title or position; (ii) hire date; (iii) location; (iv) whether full-time or part-time, hourly or salaried; (v) current annualized base salary or (if paid on an hourly basis) hourly rate of pay; and (vi) commission, bonus or other incentive based compensation. As of the Signing Date, all compensation, including wages, commissions and bonuses, due and payable to all employees of the Company and any Company Subsidiary for services performed on or prior to the Signing Date have been paid in full (or accrued in full in the Company’s financial statements). (i) There are no material Actions 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; (ii) neither the Company nor any Company Subsidiary is is, or has been since the Reference Date, a party to to, bound by, or bound by negotiating any collective bargaining agreement or other relationship Contract with any labor a union, works councilcouncil or labor organization applicable to persons employed by the Company or any Company Subsidiary, employee representativenor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees; (iii) there are no unfair labor practice complaints pending against the Company or any Company Subsidiary before the National Labor Relations Board or any other Governmental Authority; and (iv) there has never been, nor, to the knowledge of the Company, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other organization representingsimilar labor disruption or dispute affecting, purporting or, to represent the knowledge of the Company, threat thereof, by or attempting with respect to represent any employee employees of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee . (or employee representativec) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, are and have been since December 31, 2008 have been, the Reference Date in compliance in all material respects with all applicable Laws relating to employment the labor and employment, including those relating to employment practices, including provisions thereof relating to workers’ compensationemployment discrimination, terms and conditions of employment, worker safety, wages mass layoffs and hours, civil rights, discrimination, immigration, collective bargaining, plant closings (including the Worker Adjustment and Retraining Notification ActAct of 1988, 29 U.S.C. § 2109 et seq. as amended, or any similar state or related Law (the “WARN Act”local Laws), immigration, meal and the withholding rest breaks, overtime pay, pay equity, workers’ compensation, family and medical leave, and occupational safety and health requirements, payment of social security wages, hours of work, and collective bargaining as required by the appropriate Governmental Authority and are not liable for any material arrears of wages, penalties or other employment-related Taxes. Section 5.9 sums for failure to comply with any of the Company Disclosure Schedule contains a complete and correct list by nameforegoing. (d) Since the Reference Date, dateto the Company’s knowledge, site there have been no employment discrimination or employment or sexual harassment or sexual misconduct allegations raised, brought, threatened, or settled relating to any current or former appointed officer or director of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required Subsidiaries involving or relating to have, and does not have, any affirmative action plans his or programs. There are no pending, or her services provided to the Knowledge of the Company, threatened material Actions against the Company or any of the Company Subsidiary Subsidiaries. Except as would not result in material liability to the Company or any of the Company Subsidiaries, the policies and practices of the Company comply with applicable federal, state, and local laws concerning employment discrimination and employment harassment. Since the Reference Date, the Company has not entered into any settlement agreements resolving, in whole or in part, allegations of sexual harassment or sexual misconduct by any current or former appointed officer or director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiary.

Labor and Employment Matters. Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 20082009, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To ; to the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 20082009. The Company and the Company Subsidiaries are, and since December 31, 2008 2009 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiary.

Labor and Employment Matters. Neither Except as set forth in the Company nor any Company Subsidiary Labor ---------------------------- ----- Schedule, none of the Sellers is a party to or bound by any collective bargaining -------- agreement or other relationship contractual arrangement with any labor unionorganization. Except as set forth in the Labor Schedule, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee the knowledge of the Company Sellers and the -------------- Current Owners, with respect to the Sellers: (a) no executive, key employee or group of employees has any Company Subsidiary. There is plans to terminate employment; (b) no ongoing labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition; (c) no union organizing or decertification efforts are underway or threatened and no other question concerning representation exists; (d) within the past five years no labor strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, stoppage or other material labor dispute, and since December 31, 2008, no such dispute slowdown has occurred, been and none is underway or threatened; (e) there is no employment-related charge, orcomplaint, grievance, investigation, inquiry or obligation of any material kind, pending or threatened in any forum, relating to an alleged violation or material breach by the Knowledge Sellers (or their officers or directors) of any law, regulation or contract; and (f) none of the CompanySellers has committed any material act or omission giving rise to liability for any violation identified in subsection (e) above, is anticipated or as a result of any material adverse ▇▇▇▇▇▇▇'▇ compensation experience. Any notice required under any law or collective bargaining agreement has been given, and, prior to Closing, the Sellers shall have bargained as required by law with respect to any appropriate employee (or employee representative) representative about the effects of the Company transactions contemplated by this Agreement. None of the Sellers has implemented any plant closing or any Company Subsidiary. Except for matters that, individually or mass layoff of employees of the Sellers as those terms are defined in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. WARN Act or any similar state or related Law (the “WARN Act”)local law or regulation, and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company no layoffs that could implicate such laws or any Company Subsidiary during the 90-day period prior regulations will be implemented before Closing without advance notification to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company SubsidiaryPurchaser.

Labor and Employment Matters. Neither (a) Except as set forth in Schedule 3.12 of the Company Disclosure Letter, neither the Company nor any Company Subsidiary subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, organization or other organization representingrepresentative of any Company Employees, purporting to represent or attempting to represent nor is any employee such agreement being negotiated by the Company as of the Company or any Company Subsidiarydate hereof. There is As of the date hereof, there are no ongoing strike, slowdown, picketingmaterial strikes, work stoppagestoppages, walkoutslowdowns, concerted refusal to work overtime, lockouts or other similar material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, disputes pending or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of threatened against the Company or any Company Subsidiaryof its subsidiaries. Except for matters thatas would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company SubsidiariesMaterial Adverse Effect, taken as a whole, there are no (i) there are no unfair labor disputes currently subject practice complaints pending or, to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to the Knowledge of the Company, no employee of threatened against the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of subsidiary before the National Labor Relations ActBoard or any other labor relations tribunal or authority or (ii) to the Knowledge of the Company, union organizing efforts regarding any Company Employees. There As of the date of this Agreement, there are no pending or, to the Knowledge of the Company, threatened actions, complaints or proceedings relating to employees or employment practices, except as would not reasonably anticipated union representation demandsbe expected to have, petitionsindividually or in the aggregate, or elections with respect to any employee of the a Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. Material Adverse Effect. (b) The Company and its subsidiaries are in material compliance with the Company Subsidiaries are, Worker Readjustment and since December 31, 2008 have been, in compliance in all material respects with Notification Act and all applicable state and local Laws relating to employment regarding redundancies, reductions in force, mass layoffs and employment practicesplant closings (collectively, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and including all notification requirements set forth in such Laws. Within the withholding and payment of social security and other employment-related Taxes. Section 5.9 of preceding two years, the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company has not implemented any “plant closing,” “mass layoff,” or any Company Subsidiary during the 90-day period prior other action that required notification pursuant to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company SubsidiaryWARN Act without complying with such notification requirements.

Labor and Employment Matters. Except as set forth on ---------------------------- Section 3.12 of the Company Disclosure Schedule: (a) No collective bargaining agreement exists that is binding on the Company or any of its subsidiaries, and the Company has not been officially apprised that any petition has been filed or proceeding instituted by an employee or group of employees of the Company, or any of its subsidiaries, with the National Labor Relations Board seeking recognition of a bargaining representative. (i) There is no labor strike, dispute, slow down or stoppage pending or threatened against the Company or any of its subsidiaries; and (ii) Neither the Company nor any Company Subsidiary is a party of its subsidiaries has received any demand letters, civil rights charges, suits or drafts of suits with respect to or bound claims made by any collective bargaining agreement of their respective employees. (c) All individuals who are performing consulting or other relationship with services for the Company or any labor unionof its subsidiaries are or were correctly classified by the Company as either "independent contractors" or "employees" as the case may be, works counciland, at the Closing Date, will qualify for such classification. (d) Section 3.12(d) of the Company Disclosure Schedule contains a list of the name of each officer, employee representative, or other organization representing, purporting to represent or attempting to represent any employee and consultant of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company's subsidiaries, is anticipated together with such person's position or function, annual base salary or wages and any incentives or bonus arrangement with respect to any each such officer and employee (and such person's compensation arrangement with respect to each such consultant. To the Company's knowledge, without independent investigation or employee representativeinquiry and except as otherwise disclosed to Intel, no person who is identified on Section 3.12(d) of the Company Disclosure Schedule as having an annual base salary in excess of One Hundred Thousand Dollars ($100,000) will cease to be employed by the Company or such subsidiary for any reason, including because of the consummation of the transactions contemplated by this Agreement. (e) The Company Subsidiary. Except and each of its subsidiaries is in compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to employees, except for matters thatany non-compliance the existence of which would not reasonably be expected, individually or in the aggregate, to have not had a Material Adverse Effect on the Company. (f) The Company and each of its subsidiaries has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to employees, except for any failure to withhold or report the existence of which would not reasonably be expected expected, individually or in the aggregate, to have a material impact Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole, Company. (ig) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company's knowledge, threatened claims or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions actions against the Company or any Company Subsidiary by of its subsidiaries under any current worker's compensation policy or former directorlong-term disability policy, officerexcept for any claim or action the existence of which would not reasonably be expected, employee individually or contractor relating in the aggregate, to employment matters at have a Material Adverse Effect on the Company or any Company SubsidiaryCompany.

Labor and Employment Matters. (a) Neither the Company nor any Company Subsidiary subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, organization or other organization representing, purporting to represent or attempting to represent any employee representative of the Company or any Company Subsidiary. There Employees, nor is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no any such dispute has occurred, been threatened, or, to the Knowledge of agreement presently being negotiated by the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect, (ia) there are no unfair labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of practice complaints pending against the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of subsidiary before the National Labor Relations Act. There Board or any other labor relations tribunal or authority and (b) there are no strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or, to the Knowledge knowledge of the Company, threatened in writing against or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of involving the Company or any Company Subsidiariesof its subsidiaries, nor have there been any such strikes, work stoppages, slowdowns or lockouts within the past three years. To Except as would not, individually or in the Knowledge aggregate, have a Material Adverse Effect, to the knowledge of the Company, there are no other ongoing union organizing efforts involving any Company Employees. (b) Except as would not, individually or threatened union organization activities with respect to any such employee and no such union organization activities in the aggregate, have occurred since December 31a Material Adverse Effect, 2008. The the Company and the Company Subsidiaries are, each of its subsidiaries (i) is and since December 31, 2008 have been, has been in compliance in all material respects with all applicable Laws relating to laws regarding employment and employment practices, including provisions thereof practices and those laws relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rightsoccupational safety and health and workers’ compensation, discriminationand (ii) has no charges or complaints relating to unfair labor practices or unlawful employment practices pending or, immigrationto the knowledge of the Company, collective bargainingthreatened against it before any Governmental Entity. Except as would not, individually or in the aggregate, have a Material Adverse Effect, to the knowledge of the Company, neither the Company nor any of its subsidiaries has any direct or indirect Liability with respect to any misclassification of any person as an independent contractor rather than as an “employee,” or with respect to any Company Employee leased from another employer. (c) In the 18 months prior to the date hereof, neither the Company nor any of its subsidiaries has effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law Act (the “WARN ActWARN”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, ) affecting any site of employment, and reason for termination employment or one or more facilities or operating units within any site of those individuals terminated by employment or facility of the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor its subsidiaries or (ii) a “mass layoff” (as defined in WARN) affecting any Company Subsidiary is required to have, and does not have, any affirmative action plans site of employment or programs. There are no pending, or to the Knowledge facility of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiaryof its Subsidiaries.

Labor and Employment Matters. Neither (a) No labor disturbance by or dispute with the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee employees of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, Subsidiary exists or, to the Knowledge of the Company’s Knowledge, is anticipated with respect imminent that could reasonably be expected to any employee have a Material Adverse Effect. (or employee representativeb) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and as would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect, (i) there are no labor disputes currently subject to each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company would have any grievance procedure or arbitration under any collective bargaining agreementliability (each, a “Plan”) has been maintained in compliance with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) each Plan that is intended to Knowledge be qualified under Section 401(a) of the CompanyCode is so qualified and nothing has occurred, no employee whether by action or by failure to act, which could reasonably be expected to cause the loss of the Company or such qualification. With respect to any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) monthsPlan, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections a transaction in connection with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by which the Company or any Company Subsidiary during could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the 90-day period prior to Code in an amount that could be material. (c) In the date of this Agreement. Neither last three years, neither the Company nor any Company Subsidiary has or is required expected to haveincur any material liability under subtitles C or D of Title IV of ERISA with respect to any ongoing, and does frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them or any ERISA Affiliate. For purposes of this Agreement, “ERISA Affiliate” means all employers (whether or not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against incorporated) that would be treated together with the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at of the Company Subsidiaries as a “single employer” within the meaning of Section 414 of the Code. (d) In the last three years, neither the Company nor any ERISA Affiliate has maintained, established, participated in or contributed to, or is or has been obligated to contribute to, or has otherwise incurred any Company Subsidiaryobligation or liability (including any contingent liability) under, any Multiemployer Plan.

Labor and Employment Matters. (a) Neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any collective bargaining agreement or similar agreement with a labor union or organization. There is no (i) material unfair labor practice, labor dispute (other relationship with than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries relating to their businesses, (ii) activity or proceeding by a labor union, works council, employee representative, union or other organization representing, purporting representative thereof to represent or attempting the knowledge of the Company to represent organize any employee employees of the Company or any Company Subsidiary. There is no ongoing strikeof its Subsidiaries or (iii) lockouts, slowdownstrikes, picketingslowdowns, work stoppage, walkout, concerted refusal to work overtime, stoppages or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated threats thereof by or with respect to such employees, and during the last three years there has not been any employee such action. (or employee representativeb) Each of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had its Subsidiaries is and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, been in compliance in all material respects with all applicable Applicable Laws relating to employment and employment practicesrespecting employment, including provisions thereof relating to workers’ compensationdiscrimination in employment, terms and conditions of employment, worker safetyclassification (including the proper classification of workers as independent contractors and consultants), wages wages, hours and hoursoccupational safety and health and employment practices, civil rightsincluding the Immigration Reform and Control Act and the payment and withholding of taxes or benefit contributions and other sums as required by the appropriate Governmental Authority, discrimination, immigration, collective bargainingexcept where such failures or violations would not have a Material Adverse Effect on the Company and its Subsidiaries. (c) As of the date hereof, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. Company has not received any notice (whether in writing or oral) from any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. key employees listed on Section 5.9 4.18(c) of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employmenthereof that he/she intends to, and reason for termination of those individuals terminated by to the Company’s knowledge, no such key employee intends to, resign from or reduce his/her business time and attention with respect to the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiaryits Subsidiaries.

Labor and Employment Matters. Neither (a) Except as set forth in Section 4.12(a) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary of its subsidiaries is a party to or bound by any collective bargaining agreement, Contract or similar agreement or other relationship understanding with any labor organization, labor union, works council, employee representativeassociation, or other organization representingrepresentative of any Company Employees (collectively, purporting “Union” ), nor is any such agreement presently being negotiated by the Company nor any of its subsidiaries and neither the Company nor any of its subsidiaries has a duty or obligation pursuant to represent any Contract or attempting applicable Law, as the case may be, to represent bargain with any Union. The Company has materially satisfied all obligations under the Contracts set forth in Section 4.12(a) of the Company Disclosure Schedule. Since January 1, 2014, there has not been, nor is there pending or, to the knowledge of the Company, threatened, any material labor dispute between the Company or any of its subsidiaries and any Union, or any material strikes, or similar material labor disputes involving any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiaryits subsidiaries. Except for matters thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect, (i) there are no unfair labor disputes currently subject to practice complaints pending against the Company or any grievance procedure of its subsidiaries before the National Labor Relations Board or arbitration under any collective bargaining agreement, other labor relations tribunal or authority and (ii) to Knowledge the knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There there are no pending or, to the Knowledge of the Company, threatened Union organizing efforts or reasonably anticipated union representation demands, petitions, or elections with respect to election activity involving any employee of the Company or any Company Subsidiaries. To of its subsidiaries, including any filings for recognition with any Governmental Entity. (b) Except as would not, individually or in the Knowledge aggregate, reasonably be expected to have a Material Adverse Effect, each of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries areits subsidiaries is, and has been since December 31January 1, 2008 have been2014, in compliance in all material respects with all applicable Laws relating to regarding labor, employment and employment practices, including provisions thereof applicable Laws relating to workers’ compensationthe hiring, terms promotion, assignment, and conditions termination of employmentemployees, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, including the Worker Adjustment and Retraining Notification Act; discrimination; harassment; retaliation; equal employment opportunities; disability; labor relations; wages and hours; profit sharing obligations, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of housing contributions; the Company Disclosure Schedule contains a complete and correct list by name, date, site of employmentFair Labor Standards Act, and reason for termination applicable state and local wage and hour Laws (collectively, the “FLSA” ); immigration; workers’ compensation; employee benefits; classification of those individuals terminated by employees under the Company FLSA; classification of independent contractors; background and credit checks; occupational safety and health; family and medical leave; data privacy and data protection; and any bargaining or any Company Subsidiary during other obligations under the 90National Labor Relations Act and the Labor-day period prior to the date of this Agreement. Management Relations Act. (c) Neither the Company nor any Company Subsidiary of its subsidiaries is required to havethe subject of, and does not have, any affirmative action plans or programs. There are no pending, or nor to the Knowledge knowledge of the Company, threatened material Actions against is there threatened, any Proceeding that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to any current or former employee or service provider thereof. (d) As of the date hereof, no officer or senior management employee of the Company has given written notice to the Company or any Company Subsidiary by any current of its subsidiaries that such employee intends to terminate his or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiaryher employment.

Labor and Employment Matters. Neither (a) Except as set forth in Section 4.19(a) of the Company Disclosure Letter, as of the date hereof, (i) neither the Company nor any Company Subsidiary of its Subsidiaries is a party to to, or bound by by, any collective bargaining agreement or other relationship with any labor Collective Bargaining Agreement, (ii) no union, works council, employee representative, labor-related organization or other organization representing, purporting to represent group of employees represents or attempting has filed a petition to represent any employee employees of the Company or its Subsidiaries, and (iii) there are not, to the knowledge of the Company, any union organizing activities concerning any employees of the Company or any Company Subsidiary. There is no ongoing strikeof its Subsidiaries, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no than any such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters thatactivities that would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. There are no and, since January 1, 2014, there have been no, labor strikes, slowdowns, work stoppages, lockouts, material impact on grievances, material arbitrations, unfair labor practice charges or any other material labor-related disputes against or affecting the Company and or any of its Subsidiaries and, to the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge knowledge of the Company, no employee of none are threatened against the Company or any Company Subsidiary is in violation of any term of any employment Contractits Subsidiaries, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of than any such employee matters that would not, individually or in the aggregate, reasonably be expected to be employed by or to perform currently-assigned or reasonably-anticipated duties for the have a Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six Material Adverse Effect. (6b) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company its Subsidiaries are, and since December 31January 1, 2008 2014 have been, in compliance in all material respects with all applicable Laws relating to respecting labor, employment and employment practices, including provisions thereof relating to workers’ compensation, all Laws respecting terms and conditions of employment, worker health and safety, wages and hourshours (including the classification of independent contractors and exempt and non- exempt employees), civil rightsimmigration (including the verification of I-9s for all employees and the proper confirmation of employee visas), employment discrimination, immigrationdisability rights or benefits, collective bargainingequal opportunity (including compliance with any affirmative action plan obligations), plant closures and layoffs (including the Worker Adjustment and Retraining Notification ActAct of 1988, 29 U.S.C. § 2109 et seq. as amended, or any similar or related Law (the “WARN Act”Laws), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by nameworkers’ compensation, datelabor relations, site of employmentemployee leave issues, and reason unemployment insurance; except for termination failures to comply with or violation of those individuals terminated by such Laws as would not, individually or in the aggregate, reasonably be expected to have a Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company SubsidiaryMaterial Adverse Effect.

Labor and Employment Matters. Neither (a) Except as set forth on Schedule 3.19, as of the date of this Agreement (i) no employee of the Company nor any Company or Subsidiary is represented by a labor union, work council or similar organization in connection with their employment by the Company or such Subsidiary, (ii) none of the Company or Subsidiary is party to to, or bound by otherwise subject to, any collective bargaining agreement or other relationship labor union contract, (iii) no petition is currently pending, instituted or in progress by an employee or group of employees of the Company or Subsidiary with any labor relations board seeking recognition of a bargaining representative, (iv) there is no organizational effort currently being made or, to the Knowledge of the Company, threatened by, or on behalf of, any labor union to organize employees of the Company or Subsidiary and no written demand for recognition of employees of the Company or Subsidiary has been made to the Company or such Subsidiary by, or on behalf of, any labor union, works council, employee representative, (v) there are no unfair labor practice complaints pending against the Company or Subsidiary before the National Labor Relations Board or any other organization representing, purporting to represent Governmental Authority or attempting to represent any employee current union representation questions involving employees of the Company or any Company Subsidiary. There , and (vi) there is no ongoing labor strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, stoppage or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatenedlockout pending, or, to the Knowledge of the Company, is anticipated threatened, by or with respect to any employee (or employee representative) employees of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on . (b) Each of the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any compliance with all employment Contractagreements, non-disclosure agreementconsulting and other service contracts, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six and severance and separation agreements. (6c) months, neither Neither the Company nor Subsidiary, during the four (4) year period prior to the date hereof, has taken any Company Subsidiary has engaged in any unfair labor practices action that would constitute a “Mass Layoff” or “Plant Closing” within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment Retraining and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law Act (the “WARN Act”), and ) or would otherwise trigger notice requirements or liability under any plant closing notice Law without complying in all material respects with the withholding and payment of social security and applicable requirements under the WARN Act or such other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiaryapplicable plant closing notice Law.

Labor and Employment Matters. Neither (a) Except as set forth in Section 4.11(a) of the Company nor any Company Subsidiary is a party Disclosure Schedule, (i) there are no controversies, lawsuits, actions, grievances, investigations or charges pending or, to or bound by any collective bargaining agreement or other relationship with any labor unionthe knowledge of the Company, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of threatened between the Company or any Company Subsidiary. There is no ongoing strikeSubsidiary and any of their respective employees, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters thatwhich, individually or in the aggregate, have not had and would not reasonably be expected to prevent or materially delay consummation of the Offer or the Merger or otherwise would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement or would reasonably be expected to have a material impact on Material Adverse Effect; (ii) neither the Company nor any Subsidiary is a party to any collective bargaining agreement or other Contract with a labor union applicable to persons employed by the Company or any Subsidiary, nor, to the knowledge of the Company, are there currently any activities or proceedings of any labor union to organize any such employees nor have there been any such activities for the past five (5) years; (iii) to the knowledge of the Company, neither the Company nor any Subsidiary has 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 Subsidiary under any such collective bargaining agreement or Contract; (iv) to the knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary before the National Labor Relations Board or any current union representation questions involving employees of the Company or any Subsidiary; and (v) there is no strike, slowdown, work stoppage or lockout, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the Company or any Subsidiary nor has there been any such occurrence for the past five (5) years. (b) The Company and the Subsidiaries are in material compliance with all applicable laws relating to the employment of labor, including those related to wages, hours, collective bargaining, discrimination, plant closures, layoffs and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority. The Company Subsidiariesand the Subsidiaries have paid in full to all employees or adequately accrued for in accordance with GAAP consistently applied all wages, taken as a wholesalaries, (i) commissions, bonuses, benefits and other compensation due to or on behalf of such employees and there are is no labor disputes currently subject claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any grievance procedure persons currently or arbitration under formerly employed by the Company or any collective bargaining agreementSubsidiary. Neither the Company nor any Subsidiary is a party to, and (ii) or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to Knowledge employees or employment practices. To the knowledge of the Company, there is no charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or threatened with respect to the Company. Except as set forth in Section 4.11(b) of the Disclosure Schedule, to the knowledge of the Company, there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal 44 Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Company or any Subsidiary have employed or employ any person. (c) The Company and its Subsidiaries are and have been in compliance with all notice and other requirements of the Worker Adjustment and Retaining Notification Act (the "WARN Act") and any similar state or local statute. Except as set forth in Section 4.11(c) of the Disclosure Schedule, no employee of the Company or any Company Subsidiary is its Subsidiaries has suffered an "employment loss" (as defined in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary ) during the 90-day ninety (90)-day period prior to the date execution of this Agreement. Neither ; provided however, that the Company nor any Company Subsidiary is required will update this disclosure as necessary to have, and does not have, any affirmative action plans or programs. There are no pending, or reflect all "employment losses" in the ninety (90)-day period prior to the Knowledge of the CompanyEffective Time, threatened material Actions against the Company or any Company Subsidiary other than "employment losses" caused by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company SubsidiaryPurchaser.

Labor and Employment Matters. Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee (a) Except as set forth in Section 4.11 of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a wholeDisclosure Schedule, (i) there are no labor disputes currently subject controversies pending or, to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge the knowledge of the Company, threatened between the Company or any Subsidiary and any of their respective employees, which controversies would prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or would have a Material Adverse Effect; (ii) neither the Company nor any Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or any Subsidiary, nor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees; (iii) neither the Company nor any Subsidiary has breached or otherwise failed to comply with any provision of any such agreement or contract, and there are no employee grievances outstanding against the Company or any Subsidiary under any such agreement or contract; (iv) there are no unfair labor practice complaints pending against the Company or any 25 21 Subsidiary before the National Labor Relations Board or any current union representation questions involving employees of the Company or any Company Subsidiary Subsidiary; and (v) there is in violation of any term of any employment Contractno strike, non-disclosure agreementslowdown, non-competition agreementwork stoppage or lockout, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge knowledge of the Company, threatened threat thereof, by or reasonably anticipated union representation demands, petitions, or elections with respect to any employee employees of the Company or any Subsidiary. (b) The Company Subsidiaries. To and the Knowledge Subsidiaries are in compliance with all applicable laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and has 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 CompanyCompany or any Subsidiary and are not liable for any arrears of wages, there are no taxes, penalties or other ongoing or threatened union organization activities sums for failure to comply with respect to any such employee and no such union organization activities have occurred since December 31, 2008of the foregoing. The Company and the Company Subsidiaries arehave paid in full to all employees or adequately accrued for in accordance with GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and since December 31, 2008 have been, in compliance in all material respects other compensation due to or on behalf of such employees and there is no claim with all applicable Laws relating respect to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by namewages, date, site of employment, and reason for termination of those individuals terminated salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any persons currently or formerly employed by the Company or any Company Subsidiary during the 90-day period prior to the date of this AgreementSubsidiary. Neither the Company nor any Company Subsidiary is required to havea party to, and does not haveor otherwise bound by, any affirmative action plans consent decree with, or programscitation by, any Governmental Authority relating to employees or employment practices. There are is no pendingcharge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or threatened with respect to the Company. There is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or to the Knowledge of the Company, threatened material Actions against any other Governmental Authority in any jurisdiction in which the Company or any Company Subsidiary by have employed or employ any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiaryperson.

Labor and Employment Matters. Neither (a) The Company has made available to SPAC a true, correct and complete list of all employees of the Company or any Company Subsidiary as of the date of this Agreement and sets forth for each such individual the following: (i) name and employing entity; (ii) title or position; (iii) department; (iv) whether classified as exempt or nonexempt for wage and hour purposes; (v) regularly scheduled hours per week; (vi) location of employment (city and state); (vii) current annualized base salary (if paid on a salaried basis) or hourly rate (if paid on an hourly basis); (viii) commission eligibility; (ix) bonus or other incentive-based compensation eligibility (excluding equity); and (x) any visa or work permit status and the date of expiration, if applicable. (b) No employee or other Service Provider of the Company or any Company Subsidiary is represented by a labor union, works council, trade union, or similar representative of employees with respect to their employment with the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary is a party to to, subject to, or bound by any a collective bargaining agreement, collective agreement, or any other contract or agreement or other relationship with any a labor union, works council, employee representativetrade union, or other organization representingsimilar representative of employees. There are no, purporting and since January 1, 2018 there have not been any, strikes, lockouts or work stoppages existing or, to represent or attempting the Company’s knowledge, threatened, with respect to represent any employee of employees, the Company or any Company SubsidiarySubsidiaries. There is have been no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, union certification or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated representation petitions or demands with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Subsidiaries or any of their employees and, to the Company’s knowledge, no union organizing campaign or similar effort is pending or threatened with respect to the Company, any Company Subsidiaries, or any of their employees. (c) In the past three (3) years, there have been no material Actions pending or, to the knowledge of the Company, threatened against or involving the Company or any Company Subsidiary by or on behalf of or involving any of their respective current or former employees or Service Providers, in each case with respect to employment or labor matters, in each case, that (i) involved, or as of the date of this Agreement would reasonably be expected to involve, any amount in controversy in excess of $500,000 individually or (ii) as of the Acquisition Closing, would reasonably be expected to involve any amount in controversy in excess of $500,000. (d) Except for matters thatas would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have constitute a material impact on Company Material Adverse Effect, the Company and the Company Subsidiaries, taken as a whole, (i) there Subsidiaries are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties have been for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six three (63) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, years in compliance in all material respects with all applicable Laws relating to employment labor and employment, including all such Laws regarding employment practices, including provisions thereof relating to workers’ compensationemployment discrimination, terms and conditions of employment, worker safety, wages mass layoffs and hours, civil rights, discrimination, immigration, collective bargaining, plant closings (including the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or Act of 1988 and any similar state or related Law (the “WARN Act”local Laws), immigration, meal and rest breaks, pay equity, workers’ compensation, family and medical leave and all other employee leaves, recordkeeping, classification of employees and independent contractors, wages and hours, pay checks and pay stubs, employee seating, anti-harassment and anti-retaliation (including all such Laws relating to the withholding investigation and payment remediation of social security any complaints) and occupational safety and health requirements. During the past three (3) years each employee and other employment-related Taxes. Section 5.9 Service Provider of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any each Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, has been paid (and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge as of the CompanyAcquisition Closing will have been paid) all wages, threatened material Actions against the Company or any Company Subsidiary by any current or former directorbonuses, officer, employee or contractor relating compensation and other sums owed and due to employment matters at the Company or any Company Subsidiarysuch individual as of such date.

Labor and Employment Matters. Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee (a) Section 3.17(a) of the Company Disclosure Schedule contains a complete and accurate list, as of June 30, 2021, of all of the employees of the Company and its Subsidiaries, describing for each such employee the position or any Company Subsidiary. There is no ongoing striketitle, slowdownwhether classified as exempt or non-exempt for wage and hour purposes, picketingannual base salary or wage rate, work stoppagetarget bonus opportunity, walkout, concerted refusal to work overtime, commission or other material labor disputeincentive opportunity, date of hire, leave status, business location, and since December 31, 2008, no such dispute has occurred, been threatened, orname of employer. Except as contemplated by this Agreement or as set forth on Section 3.17(a) of the Company Disclosure Schedule, to the Knowledge of the Company, is anticipated (i) as of the date of this Agreement, no officer or employee, in each case at the level of vice president or above (each, a “Key Employee”) has given written notice to the Company that he or she plans to terminate his or her employment with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company of its Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreementapplicable, and (ii) to Knowledge of in the Companypast three (3) months no Key Employee’s employment with the Company or its Subsidiaries, no employee as applicable, has been terminated for any reason. (b) Except as set forth on Section 3.17(b) of the Company or any Company Subsidiary Disclosure Schedule: (i) there is in violation no, and since January 1, 2018 there has not been any, labor strike, picketing of any term of any employment Contractnature, non-disclosure agreementlabor dispute, non-competition agreementslowdown, stoppage or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no lockout pending or, to the Knowledge of the Company, threatened against or reasonably anticipated affecting the business of the Company and its Subsidiaries; (ii) the Company and its Subsidiaries do not have any duty to bargain with any union representation demands, petitions, or elections with respect labor organization purporting to act as exclusive bargaining representative (“Union”) of any employee of the Company or any Company Subsidiaries. To its Subsidiaries with respect to the wages, hours or other terms and conditions of employment; (iii) to the Knowledge of the Company, no Union claims or demands to represent any employee and there are no other ongoing organizational campaigns in progress or threatened union organization activities with respect to any such employee of the employees; and no such union organization activities have occurred (iv) there is not, and has never been, a collective bargaining agreement or other Contract with any Union, or work rules or practices agreed to with any Union, binding on the Company or any of its Subsidiaries with respect to any of the Company’s or its Subsidiaries’ operations. (c) Except as set forth in Section 3.17(c) of the Company Disclosure Schedule: (i) since December 31January 1, 2008. The 2019, the Company and the Company its Subsidiaries are, and since December 31, 2008 have been, in compliance complied in all material respects with all applicable Laws relating to employment and respecting labor, employment, fair employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safetyemployee classification, wages and hourspay equity, civil rights, discrimination, immigrationdiscrimination in employment, collective bargaining, the Worker Adjustment fair labor standards, occupational health and Retraining Notification Actsafety, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”)immigration, and wages and hours; (ii) there are no material formal grievances, complaints or charges with respect to employment or labor matters (including allegations of employment discrimination, retaliation or Unfair Labor Practices (as defined in the withholding and payment of social security and other employment-related Taxes. Section 5.9 National Labor Relations Act)) pending or, to the Knowledge of the Company Disclosure Schedule contains a complete and correct list by nameCompany, date, site of employment, and reason for termination of those individuals terminated by threatened against the Company or any Company Subsidiary during of its Subsidiaries in any judicial, regulatory or administrative forum, under any private dispute resolution procedure; (iii) none of the 90-day period prior to the date employment policies or practices of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There its Subsidiaries are no pendingcurrently being audited or investigated, or to the Knowledge of the Company, threatened subject to imminent audit or investigation by any Governmental Entity; (iv) each of the Company and its Subsidiaries are not, and, since January 1, 2019, have not been, subject to any order, decree, injunction or judgment by any Governmental Entity in respect of any labor or employment matters; and (v) each of the Company and its Subsidiaries are in compliance in all material Actions against respects with the requirements of the Immigration Reform Control Act of 1986. (d) Except as set forth in Section 3.17(d) of the Company Disclosure Schedule attached hereto, the Company and its Subsidiaries have not, as of the date of this Agreement and since January 1, 2019, experienced a “plant closing,” “business closing,” or “mass layoff” as defined in the WARN Act or any similar state, local or foreign Law affecting any site of employment of the Company or its Subsidiaries or one or more facilities or operating units within any site of employment or facility of the Company or its Subsidiaries. (e) There are no material liabilities, whether contingent or absolute, of the Company or any of its Subsidiaries relating to workers’ compensation benefits that are not fully insured against by a third-party insurance carrier. With respect to each Company Subsidiary Employee Program and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. (i) The Company and its Subsidiaries have paid in full to all of their respective service providers all compensation and benefits due to or on behalf of such service providers; and (ii) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or, to the Knowledge of the Company, threatened before any Governmental Entity with respect to any service provider. (g) The Company has not had, nor to the Knowledge of the Company are there any facts that would give rise to, any material workforce changes resulting from disruptions due to COVID-19 or COVID-19 Measures (as defined below), whether directly or indirectly, including any actual or expected terminations, layoffs, furlough, shutdowns (whether voluntary or by Law), or any changes to benefit or compensation programs, nor are any such material changes currently contemplated. “COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, directive, guidelines or recommendations by any current Governmental Entity in connection with or former directorin response to COVID-19, officerincluding, employee or contractor relating to employment matters at but not limited to, the Company or any Company SubsidiaryCARES Act.

Labor and Employment Matters. (a) Neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any collective bargaining agreement or other relationship agreement with any a labor union, works council, employee representative, union or other organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiaryorganization. Except for matters thatas would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact Material Adverse Effect on the Company and the Company SubsidiariesCompany, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreementis no, and (ii) has not been since the Applicable Date any unfair labor practice, charge or complaint, labor dispute or labor arbitration proceeding pending or, to Knowledge the knowledge of the Company, no employee threatened against the Company or any of its Subsidiaries. There is no, and since the Applicable Date, there has not been any (i) activity or proceeding by a labor union or Representative thereof to the knowledge of the Company to organize any employees of the Company or any Company Subsidiary is in violation of any term of any employment Contractits Subsidiaries or (ii) lockouts, non-disclosure agreementstrikes, non-competition agreementslowdowns, work stoppages or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed threats thereof by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. employees. (b) The Company and the Company Subsidiaries areis, and since December 31, 2008 have the Applicable Date has been, in material compliance in all material respects with all applicable Applicable Laws relating to employment and employment practicesrespecting employment, including provisions thereof relating those applicable to workers’ compensationdiscrimination in employment, terms and conditions of employment, worker safetyclassification (including the proper classification of workers as independent contractors and consultants), wages wages, hours and hoursoccupational safety and health and employment practices, civil rights, discrimination, immigration, collective bargaining, including the Immigration Reform and Control Act and the Worker Adjustment and Retraining Notification ActAct of 1988. (c) Except as would not have, 29 U.S.C. § 2109 et seq. individually or any similar in the aggregate, a Material Adverse Effect, there are no labor- or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by nameclaims, datedisputes, site of employmentgrievances, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to havecontroversies,agency charges, and does not haveadministrative proceedings, any affirmative action plans or programs. There are no pendingformal discrimination complaints, audits, or to the Knowledge knowledge of the Company, investigations pending or, to the Company’s knowledge, threatened material Actions against the Company or any Company Subsidiary by any current or former directorof its Subsidiaries. (d) To the knowledge of the Company, no officer, executive or other key employee or contractor relating to employment matters at of the Company or any of its Subsidiaries has any present intention to terminate or materially alter or modify the nature of his or her employment with the Company Subsidiaryor such Subsidiary within the first twelve (12) months following the Effective Time.

Labor and Employment Matters. (a) The Company represents and warrants that: (i) As of the date of this Agreement, there are no material Actions pending or, to the knowledge of the Company, threatened between the Company or any Company Subsidiary and any of their respective present or former employees or independent contractors. (ii) Neither the Company nor any Company Subsidiary is a party to or nor bound by any collective bargaining agreement, work council agreement, work force agreement or any other relationship with labor union or labor organization Contract (each a “CBA”); none of the employees or independent contractors of the Company or any labor Company Subsidiary is represented by any union, works council, employee representativeor any other labor organization with respect to their employment with the Company or any Company Subsidiary; and, to the knowledge of the Company, there are, and the past five (5) years have been, no activities or proceedings of any labor union to organize any present or former employees or independent contractors. (iii) Since the IPO Date, there have been, (A) no grievances filed pursuant to any CBA pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary (B) no unfair labor practice complaints or charges pending, or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary before the National Labor Relations Board or any court, tribunal or other organization representingGovernmental Authority of competent jurisdiction, purporting to represent and (C) no union representation questions involving any present or attempting to represent any employee former employees of the Company or any Company Subsidiary. There is no ongoing strike. (iv) Except as would not, slowdownindividually or in the aggregate, picketing, work stoppage, walkout, concerted refusal to work overtimehave had, or would reasonably be expected to have, a Material Adverse Effect, all individuals who are or were performing consulting or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of services for the Company or any Company Subsidiary. Subsidiary have been correctly classified by the Company or the Company Subsidiary as either “independent contractors” or “employees” as the case may be. (v) Except for matters thatas, individually or in the aggregate, have not had been, and would not reasonably be expected to be material to the Company and Company Subsidiaries, taken as a whole, all individuals who are or were performing services for the Company or any Company Subsidiary have a been correctly classified by the Company or the Company Subsidiary as “exempt” from all applicable wage and hour Laws, including but not limited to Laws governing minimum wage, overtime compensation, meal periods and rest breaks. (vi) Since January 1, 2014 to the date of this Agreement, there has been, no strike, slowdown, work stoppage, lockout, labor arbitration or other material impact labor dispute, or, to the knowledge of the Company, threat thereof, by or with respect to any present or former employees of the Company or any Company Subsidiary or against or affecting the Company or any Company Subsidiary. No consent of any labor union is required to consummate any of the Transactions. There is no obligation to inform, consult or obtain consent in advance of or simultaneously with the Transactions of any labor union, labor organization, works council, employee representatives or other representative bodies in order to consummate the Transactions, except as set forth on Section 4.11(a)(vi) of the Disclosure Schedule. (b) Except as, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, the Company and the Company Subsidiaries are and since January 31, 2014 have been in compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining, equal employment opportunity (i) there are no labor disputes currently subject to including compliance with any grievance procedure affirmative action plan obligations), employment discrimination, occupational health and safety, immigration (including the verification of I-9s for all present and former employees and the proper confirmation of present and former employee visas), plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or arbitration under any similar Laws (the “WARN Act”)), workers compensation, employee leave issues, unemployment insurance, individual and collective bargaining agreementconsultation, notice of termination, and (ii) redundancy, and are not liable for any arrears of wages, salaries, wage premiums, commissions, bonuses, other compensation, fines, taxes, penalties or other sums. Except as would not, individually or in the aggregate, have a Material Adverse Effect, there is no charge or other Action pending or, to Knowledge the knowledge of the Company, no employee threatened before the U.S. Equal Employment Opportunity Commission (the “EEOC”), any court, or any other Governmental Authority of competent jurisdiction with respect to the employment practices of the Company or any Company Subsidiary, except as described on Disclosure Schedule 4.11(b). Neither the Company nor any Company Subsidiary is in violation of a party to, or otherwise bound by, any term of consent decree with, or citation by, any employment Contract, non-disclosure agreement, non-competition agreement, the EEOC or any other restrictive covenant or legal obligation to a former employer Governmental Authority of competent jurisdiction relating to employees or employment practices. Except as would not, individually or in the right of any such employee aggregate, reasonably be expected to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating have a Material Adverse Effect, since January 1, 2014 to the use date of trade secrets or proprietary information of others. Within the past six (6) monthsthis Agreement, neither the Company nor any Company Subsidiary has engaged in received any unfair notice of intent by the EEOC or any other Governmental Authority of competent jurisdiction responsible for the enforcement of labor practices within the meaning of the National Labor Relations Act. There are no pending or, or employment Laws to the Knowledge of the Company, threatened conduct an investigation or reasonably anticipated union representation demands, petitions, or elections with respect inquiry relating to any employee of the Company or any Company Subsidiaries. To the Knowledge of the CompanySubsidiary, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008investigation or inquiry is in progress. The employment of those employees of the Company and the Company Subsidiaries are, hired and since December 31, 2008 have been, based in compliance the U.S. is terminable at will without material cost or liability to the Company or the Company Subsidiaries except as set forth in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 4.11(b) of the Disclosure Schedule. (c) The Company Disclosure Schedule contains has made available to Purchaser a complete list, as of the date of this Agreement, of each employee and correct list by name, date, site of employment, and reason for termination of those individuals terminated by consultant that provides services to the Company or any Company Subsidiary during and the 90-day period prior to location in which each such employee and consultant is based and primarily performs his or her duties or services. As of the date of this Agreement. Neither , officer or employee holding the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans position of vice president or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against above has advised the Company or any Company Subsidiary by any current in writing of his or former director, officer, her intention to terminate his or her relationship or status as an employee or contractor relating consultant of the Company or the Company Subsidiary for any reason, including because of the consummation of the Transactions, except as set forth on Section 4.11(c)-1 of the Disclosure Schedule, the Company and the Company Subsidiary have no plans or intentions as of the date hereof to terminate any such employee or consultant. Section 4.11(c)-2 of the Disclosure Schedule sets forth a complete and accurate list of all offers of employment matters at that are outstanding to any person from the Company or any Company Subsidiary (who has not yet commenced employment with the Company or any Company Subsidiary).

Labor and Employment Matters. Neither (a) As of the Company date of this Agreement, neither Weyerhaeuser nor any Company Weyerhaeuser Subsidiary is a party to or bound by any the collective bargaining agreement or agreements and other relationship Contracts with any labor union, works council, employee representative, council or other similar organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated (“Collective Bargaining Agreements”) with respect to any employee (or employee representative) of the Company or any Company SubsidiaryWeyerhaeuser Personnel. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a wholeWeyerhaeuser Material Adverse Effect, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the CompanyWeyerhaeuser, threatened strike, lockout, slowdown or reasonably anticipated union representation demands, petitions, work stoppage by or elections with respect to any employee of the Company or any Company Subsidiaries. To Weyerhaeuser Personnel and (ii) to the Knowledge of the CompanyWeyerhaeuser, there are no other ongoing activities or threatened union proceedings of any labor organization activities with respect to organize any such employee employees of Weyerhaeuser or any Weyerhaeuser Subsidiary and no such union organization activities demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or similar organization. (b) Except for instances of noncompliance that, individually or in the aggregate, have occurred since December 31not had and would not reasonably be expected to have a Weyerhaeuser Material Adverse Effect, 2008. The Company Weyerhaeuser and the Company Weyerhaeuser Subsidiaries are, and since December 31, 2008 have been, are in compliance in all material respects with all applicable Laws relating to employment labor and employment practicesemployment, including provisions thereof those relating to workers’ compensationlabor management relations, terms and conditions of employmentwages, worker safetyhours, wages and hoursovertime, discrimination, sexual harassment, civil rights, discriminationaffirmative action, work authorization, immigration, collective bargaining, the Worker Adjustment safety and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), health and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiarycontinuation coverage under group health plans.

Labor and Employment Matters. Neither (a) The Company and each Company Subsidiary is in compliance in all material respects with all labor and employment Laws of the PRC, including all such Laws relating to (i) wages, hours and any similar mass layoff Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation; (ii) the collection and payment of withholding and/or social security Taxes and any similar Tax; and (iii) deductions, payments and contributions of retirement insurance, medical insurance, unemployment insurance, work-related injury insurance, birth and nursery insurance, pension fund insurance and any other social benefit payments required by applicable Law, except for any non-compliance which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) there are no controversies pending or, to the knowledge of the Company, threatened between the Company nor or any Company Subsidiary and any of their respective current or former employees, contractors, subcontractors, agents or other persons engaged by the Company or any Company Subsidiary in connection with their businesses (collectively, “Company Personnel”), including, but not limited to, controversies with respect to the items listed in Section 4.11(a) whether directly between the Company or any Company Subsidiary and any Company Personnel or before or involving any Governmental Authority; (ii) there are no collective bargaining agreement or other labor union contract applicable to persons employed by the Company or any Company Subsidiary and to which the Company or any Company Subsidiary is a party to or bound by any collective bargaining agreement by; (iii) there are no labor unions, works councils or other relationship with any labor union, works council, employee representative, organizations representing or other organization representing, purporting to represent any Company Personnel, nor are there any organizational campaigns, petitions or attempting to represent any employee other unionization activities seeking recognition of a collective bargaining unit which could affect the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee ; (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (iiv) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no practice complaints pending, or to the Knowledge knowledge of the Company, threatened material Actions threatened, against the Company or any Company Subsidiary before any Governmental Authority; and (v) there is no strike, slowdown, work stoppage or lockout, or similar activity or, threat thereof, by any current or former director, officer, employee or contractor relating with respect to employment matters at the Company or any Company SubsidiaryPersonnel, nor has there been any such occurrence during the past two (2) years. (c) The consummation of the Transactions will not (either alone or together with any other event) entitle any individual Company Personnel to severance pay or accelerate the time of payment or vesting or trigger any payment of funding (through a trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation. No amount payable or economic benefit to be provided to any individual Company Personnel in connection with the consummation of the Transactions is expected to or could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Internal Revenue Code of 1986, as amended.

Labor and Employment Matters. Neither (a) As of the Company nor any Company Subsidiary is a party date hereof, except as would not be material to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, all compensation, including wages, commissions and bonuses, due and payable to all Employees of the Company and any Company Subsidiary for services performed on or prior to the date hereof have not had and been paid in full (or accrued in full in the Company’s financial statements). (i) Except as otherwise set forth in Section 4.11(b) of the Company Disclosure Schedule, there are no Actions 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, independent contractors, applicants for employment, or any class of the foregoing, which Actions would not reasonably be expected material to have a material impact on the Company and the Company Subsidiaries, taken as a whole; (ii) neither the Company nor any Company Subsidiary is, nor have been during the three (3) years preceding the date of this Agreement, 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 or any Company Subsidiary, nor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees; (iii) there are no material unfair labor practice complaints pending against the Company or any Company Subsidiary before the National Labor Relations Board; and (iv) during the three (3) years preceding the date of this Agreement, there has never been, nor, to the knowledge of the Company, has there 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, threatened, by or with respect to any employees of the Company or any Company Subsidiary. (c) The Company and the Company Subsidiaries are and have been during the three (3) years preceding the date of this Agreement in compliance in all material respects with all applicable Laws relating to the employment, employment practices, employment discrimination, terms and conditions of employment, mass layoffs and plant closings, immigration, pay equity, workers’ compensation, family and medical leave, and occupational safety and health requirements, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority. (d) To the Company’s knowledge, the Company and the Company Subsidiaries are in all material respects in compliance with any Laws, recommendations or guidance issued by any applicable Governmental Authority relating in any way to the work of Employees and/or procedures for returning to work for Employees with respect to COVID-19. (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedule, to the Company’s knowledge, (i) there are no labor disputes currently subject to any grievance procedure Employee, Worker or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee independent contractor of the Company or any Company Subsidiary is in violation of any term of any employment Contractcontract, consulting contract, non-disclosure agreement, common law non-competition disclosure obligation, noncompetition agreement, non-solicitation agreement, proprietary information agreement or any other restrictive covenant or legal obligation to agreement with a former employer third party relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets confidential or proprietary information of others. Within the past six (6) monthsinformation, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending orintellectual property, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitionscompetition, or elections with respect to any employee of related matters; and (ii) the Company or any Company Subsidiaries. To continued employment by the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”)their respective Employees, and the withholding and payment of social security and other employment-related Taxes. Section 5.9 performance of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by contracts with the Company or and the Company Subsidiaries by their respective Workers and independent contractors, will not result in any Company Subsidiary during the 90-day period prior to the date of this Agreementsuch violation. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against Company Subsidiaries has received any notice from a Governmental Authority alleging that any such violation has occurred during the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at three (3) years preceding the Company or any Company Subsidiarydate of this Agreement.

Labor and Employment Matters. (a) Neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any collective bargaining agreement or other relationship Contract with any labor unionorganization, works council, employee representative, union or other organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor disputeassociation, and since December 31, 2008, no such dispute has occurred, been threatened, orthere are not, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) union organizing activities concerning any employees of the Company or any of its Subsidiaries. As of the date of this Agreement, there are no pending, or to the Knowledge of the Company, threatened, and since December 28, 2014, there have been no, strikes, slowdowns, work stoppages, lockouts, or other material labor disputes or similar organized activity against the Company Subsidiaryor any of its Subsidiaries. Except for matters thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on Material Adverse Effect or as contemplated by this Agreement, to the Knowledge of the Company (but without any duty of inquiry), (i) no member of the Company Executive Team has any present intention as of the date of this Agreement to terminate his or her employment with the Company or any of its Subsidiaries and (ii) no other key employee with annual base compensation in excess of $100,000 has indicated a present intention to terminate his or her employment. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since December 28, 2014, the Company and each of its Subsidiaries are in compliance with all applicable Laws respecting employment and employment practices, including all Laws related to terms and conditions of employment, immigration and work authorization, occupational safety and health and workers’ compensation, employee classification and wages and hours, including to the Company Subsidiariesextent applicable, taken Fair Labor Standards Act and similar state and local wage and hour Laws, Title VII of the Civil Rights Act of 1964, the Equal Pay Act of 1967, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act and state anti-discrimination laws. Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, as a wholeof the date of this Agreement, (i) there are no labor disputes currently subject material charges, complaints, audits or investigations pending by any Governmental Authority pertaining to the employment practices of the Company or any grievance procedure of its Subsidiaries or, to the Company’s Knowledge, otherwise scheduled or arbitration under threatened by any collective bargaining agreementGovernmental Authority against the Company or any of its Subsidiaries, and (ii) to the Company’s Knowledge, no written complaints relating to employment practices of the Company or any of its Subsidiaries have been filed or made with any Governmental Authority or submitted by any Governmental Authority to the Company or any of its Subsidiaries. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since December 28, 2014, (i) any individual who performs services for the Company or any of its Subsidiaries and who is not treated as an employee for federal income Tax purposes by the Company or any of its Subsidiaries is not an employee under applicable Law and is not an employee for any purpose (including Tax withholding purposes or Company Benefit Plan purposes), (ii) neither the Company nor any of its Subsidiaries has any liability by reason of an individual who performs or performed services for the Company or any of its Subsidiaries in any capacity being improperly excluded from participating in a Company Benefit Plan, and (iii) each employee of the Company and its Subsidiaries has been properly classified as “exempt” or “non-exempt” under applicable Law. (d) Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries: (i) are not delinquent in any payments to, or on behalf of, any independent contractors (who are individuals) or employees for any services or amounts required to be reimbursed or otherwise paid; and (ii) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for any independent contractors (who are individuals) or employees (other than routine payments to be made in the Ordinary Course of Business). (e) Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since December 28, 2014, to the Knowledge of the Company, no employee of the Company or any Company Subsidiary of its Subsidiaries is in violation of any term of any third party employment Contract, non-disclosure agreement, non-competition nondisclosure agreement, or any other common law nondisclosure obligation, noncompetition agreement, restrictive covenant or legal other obligation to a former employer of any such employee relating (i) to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary of its Subsidiaries or relating (ii) to the knowledge or use of trade secrets or proprietary information of others. Within the past six information. (6f) monthsSince December 28, 2014, neither the Company nor any Company Subsidiary has engaged in of its Subsidiaries have implemented any unfair labor practices within the meaning plant closing or layoff of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, employees that implicated the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. Act of 1988 or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company SubsidiaryLaw.

Labor and Employment Matters. Neither (a) Except as set forth in SCHEDULE 4.16(A) of the Company nor any Company Subsidiary is a party to COMPANY DISCLOSURE SCHEDULE, there are no actions, suits, claims, charges, labor disputes, grievances or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representativecontroversies pending, or other organization representingto the Company's knowledge, purporting to represent or attempting to represent any employee of threatened involving the Company or any Company Subsidiaryof its subsidiaries and any of their employees or former employees. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008To the Company's knowledge, no such dispute has occurred, been threatened, or, Governmental Entity responsible for the enforcement of labor or employment laws intends to the Knowledge of the Company, is anticipated conduct an investigation with respect to any employee (or employee representative) of relating to the Company or any Company Subsidiaryof its subsidiaries and no such investigation is in progress. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of To the Company's knowledge, no employee of the Company or any Company Subsidiary is in violation of any term of its subsidiaries has violated any employment Contractcontract, non-disclosure agreement, non-competition agreement, nondisclosure agreement or any other restrictive covenant or legal obligation to a former employer relating to the right of any noncompetition agreement by which such employee is bound due to be such employee being employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating of its subsidiaries and disclosing to the use Company or any of trade secrets its subsidiaries or proprietary information using Trade Secrets of othersany other person. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of To the Company's knowledge, threatened there has been: (i) no labor union organizing or reasonably anticipated union representation demands, petitions, or elections with respect attempting to organize any employee of the Company or any Company Subsidiaries. To the Knowledge of the Companyits subsidiaries into one or more collective bargaining units; and (ii) no labor dispute, there are no strike, work slowdown, work stoppage or lock out or other ongoing collective labor action by or threatened union organization activities with respect to any such employee employees of the Company or any of its subsidiaries pending, or, to the Company's knowledge, threatened against or affecting the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries is a party to, or bound by, any collective bargaining agreement or other agreement with any labor organization applicable to the employees of the Company or any of its subsidiaries and no such union organization activities have occurred since December 31agreement is currently being negotiated. (b) To the Company's knowledge, 2008. The the Company and the Company Subsidiaries are, and since December 31, 2008 have been, its subsidiaries (i) are in compliance in all material respects with all applicable Laws relating to respecting employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, health and safety and wages and hours, civil rightsand is not engaged in any unfair labor practice, discrimination(ii) have withheld all amounts required by Law or by agreement to be withheld from the wages, immigrationsalaries and other payments to employees, collective bargaining(iii) are not liable in any material respect for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing and (iv) are not liable for any material payment to any trust or other fund or to any governmental or administrative 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 ordinary course of business and consistent with past practice). (c) To the Company's knowledge, no employee of the Company or any of its subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law involving the Company or any of its subsidiaries. To the Company's knowledge, neither the Company, nor any of its subsidiaries nor any officer, employee, contractor, subcontractor or agent of the Company or any of its subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a). (d) SCHEDULE 4.16(D) of the COMPANY DISCLOSURE SCHEDULE contains a true and complete list of (i) the names of all elected and appointed officers of the Company and its subsidiaries, together with such person's position or function, annual base salary and incentives or bonus arrangement and (ii) the number of Common Shares owned beneficially or of record, or both, by each such person and the family relationships, if any, among such persons. As of the date hereof, no key employee, director or officer of the Company or any of its subsidiaries has given notice to the Company, nor, is the Company otherwise aware of any information that would lead it to reasonably believe, that any such person will or may cease to be engaged by the Company or its subsidiaries for any reason prior to the Effective Time. Except as set forth in SCHEDULE 4.16(D) of the COMPANY DISCLOSURE SCHEDULE, no key employee, director or officer of the Company or any of its subsidiaries will have a right of termination or payment under any employment or other agreement as a result of consummation of the transactions contemplated by this Agreement. (e) Since October 31, 2005, neither the Company nor any of its subsidiaries has effectuated (i) a "plant closing" as defined in the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law Act (the “"WARN Act”ACT"), and the withholding and payment affecting any site of social security and other employment-related Taxes. Section 5.9 employment or one or more facilities or operating units within any site of employment or facility of the Company Disclosure Schedule contains or (ii) a complete and correct list by name, date, "mass layoff" (as defined in the WARN Act) affecting any site of employment, and reason for termination employment or facility of those individuals terminated by the Company; nor has the Company been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any Company Subsidiary during state, local or foreign law or regulation similar to the WARN Act. To the Company's knowledge, none of the Company's or its subsidiaries' employees has suffered an "employment loss" (as defined in the WARN Act) in the ninety (90-day period ) days prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiary.

Labor and Employment Matters. Neither (a) The Seller has made available to the Company nor Buyer a true, correct, and complete list as of October 7, 2023 of the (i) name, (ii) title or position (including whether full-time or part-time and whether exempt or non-exempt), (iii) hire or retention date, (iv) current annual base compensation rate or contract fee and (v) current rate of commission, bonus or other incentive-based compensation of all employees of the Group Companies, including any Company Subsidiary Employee who is on a party leave of absence of any nature, paid, or unpaid, which is set forth in Section 5.12(a) of the Disclosure Schedule. (b) Section 5.12(b) of the Disclosure Schedule sets forth, with respect to or bound each Group Company, all collective bargaining agreements currently in effect. Except as set forth on Section 5.12(b) of the Disclosure Schedule, (i) there is currently no organized effort by any labor union to organize any employees of the Group Companies into one (1) or more collective bargaining agreement or other relationship with units, and there has been no such effort since the Lookback Date, (ii) no Group Company has experienced any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkoutslowdown, concerted refusal to work overtimelockout, material arbitration or material grievance, or other material labor disputedisputes, and since December 31claim of unfair labor practices, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any other collective bargaining agreement, dispute since the Lookback Date and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There none are no pending or, to the Knowledge of the CompanySeller, threatened or reasonably anticipated union representation demandsin writing, petitions, or elections with respect to and (iii) no Group Company has committed any employee material unfair labor practice since the Lookback Date. Each of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, Group Companies is in compliance in all material respects with all applicable Laws relating to and collective bargaining agreements respecting employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hourshours and occupational safety and health. (c) Except as would not reasonably be expected to be, civil rightsindividually or in the aggregate, discriminationmaterial to the Group Companies, immigrationthe Group Companies do not (i) hire individuals unauthorized to work in the United States, collective bargaining(ii) currently employ individuals that are not authorized to work in the United States, or (iii) engage through sub-contracts the services of individuals that are not unauthorized to work in the United States. (d) To the Knowledge of the Seller, (i) there is no pending audit of the Group Companies’ I-9 Employment Verification Forms or of their “labor certification applications” and related “public access files” at any of their locations, and (ii) the Group Companies have not been advised by any Governmental Authority of an intention to audit any of their locations. (e) Each Group Company has complied with the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiaryas amended.

Labor and Employment Matters. Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee (a) Except as set forth in Section 5.18(a) of the Company or Disclosure Schedule, (a) there are no and since January 1, 2020 has not been any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtimepending, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect threatened in writing, Actions by or on behalf of any current, prospective or former employee or other non-employee individual service provider which would reasonably be expected to result in any employee material liability of the Company or its Subsidiaries, (or employee representativeb) none of the Company or any Company Subsidiary. Except for matters thatof its Subsidiaries is or since January 1, individually 2020 has been a party to, bound by or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under process of negotiating any collective bargaining agreementor other labor agreement with respect to any employees of the Company or any of its Subsidiaries, and (iic) to the Knowledge of the Company, there are no employee and since January 1, 2020 have not been pending union organizational activities or proceedings with respect to employees of the Company or any Company Subsidiary is in violation of its Subsidiaries. Since January 1, 2020, except as would not be material, there has not been any term of any employment Contractlabor strikes, non-disclosure agreementslowdowns, non-competition agreementstoppages, arbitrations, grievances or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no disputes pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of in writing against the Company or any Company of its Subsidiaries. To There is no unfair labor practice charge or complaint against the Company or its Subsidiaries pending or, to the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31before the National Labor Relations Board. Since January 1, 2008. The Company and 2020, the Company Subsidiaries are, and since December 31, 2008 have been, has been in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, employment discrimination, immigrationemployee classification, collective bargainingworkers’ compensation, the Worker Adjustment family and Retraining Notification Actmedical leave, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”)immigration and occupational safety and health requirements, and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by nameno claims or legal proceedings are pending or, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against with respect to the foregoing. Except as would not be material, each individual who renders services to the Company or its Subsidiaries who is classified as an independent contractor, consultant or other non-employee status for any purpose (including for purposes of taxation and Tax reporting and under the Company Subsidiary Benefit Plans) is properly so characterized. To the Knowledge of the Company, no material allegations of sexual harassment or other sexual misconduct have been made against any current or former employee or other non-employee individual service provider of the Company or its Subsidiaries, in their capacity as such. Neither the Company nor any of its Subsidiaries have been a party to or involved in any material proceedings, or entered into any material settlement agreements, related to allegations of sexual harassment or misconduct by any current or former director, officer, employee or contractor relating to employment matters at other service provider of the Company or any its Subsidiaries. (b) Section 5.18(b) of the Company SubsidiaryDisclosure Schedule sets forth an anonymized list of each employee of the Company and its Subsidiaries, including with respect to each such employee, to the extent permitted by applicable Law, the job position or title, status (active or on approved leave), status as full-time, part-time or temporary employee, annual base salary rate or hourly base pay rate, cash and equity incentive opportunities (if applicable), exempt/non-exempt status, primary work location, hire date (or, if different, service commencement date) and whether subject to a collective bargaining agreement or similar labor agreement.

Labor and Employment Matters. Neither (a) As of the date hereof, except as set forth on Section 2.12 of the Seller Disclosure Schedule and except as would not have a Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor unionMaterial Adverse Effect, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee (i) none of the employment terms of the Company Employees are subject to the terms of a collective bargaining agreement, (ii) neither of the Sellers nor the Companies have received written notice of any complaint against or any arbitration proceeding involving either Company Subsidiary. There which is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, currently pending before the National Labor Relations Board or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, the Equal Employment Opportunity Commission or, to the Knowledge knowledge of the CompanySellers, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the threatened against either Company and the Company Subsidiaries, taken as a whole, (iiii) there are no labor disputes currently subject to any grievance procedure or arbitration strikes, disputes, grievances pending under any collective bargaining agreementagreements, and (ii) to Knowledge of the Companyslowdowns, no employee of the Company work stoppages or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no disturbances pending or, to the Knowledge knowledge of the CompanySellers, threatened against either Company. (b) All labor and collective bargaining agreements, contracts or reasonably anticipated other agreements (other than immaterial oral agreements and memoranda of understanding entered into in the Ordinary Course of Business that are consistent with the terms of the Labor Agreements) with a labor union representation demandsor labor organization to which either Company is party or by which any of them are otherwise bound (collectively, petitionsthe “Labor Agreements”) are listed on Section 2.12 of the Seller Disclosure Schedule. Except as set forth in Section 2.12(b) of the Seller Disclosure Schedule, the consummation of the transactions contemplated by this Agreement and the Transition Services Agreement will not entitle any third party (including any labor union or elections with respect labor organization) to any employee payments under any of the Labor Agreements. (c) Except as would not have a Company or any Material Adverse Effect, each Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, is in compliance in all material respects with all applicable Laws relating related to wages, hours, collective bargaining, legal qualification of employment and status, employment practicesdiscrimination, including provisions thereof relating to workers’ compensationimmigration, terms and conditions of employment, worker safety, wages and hoursdisability, civil rights, discriminationrights of privacy, immigrationunfair labor practices, collective bargaining, the Worker Adjustment occupational safety and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), health and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiaryworkers compensation.

Labor and Employment Matters. (a) (i) Neither the Company nor any Company Subsidiary of its Subsidiaries has entered into, is a party to or is bound by any express or implied collective bargaining agreement agreements or other relationship agreement, contract, commitment, arrangement or understanding with any labor unionunion or labor organization, works council, employee representativeand (ii) no union or other labor organization campaign is pending, or other organization representingto the Knowledge of the Company has since January 1, purporting 2005 been threatened, with respect to represent or attempting to represent any employee the employees of the Company or any of its Subsidiaries. Neither the Company Subsidiary. There nor any of its Subsidiaries is no ongoing currently, nor has any of them since January 1, 2003 been, the subject of any strike, slowdowndispute, picketingwalk-out, work stoppage, walkout, concerted refusal to work overtime, slowdown or other material organized labor disputedispute involving the Company or any of its Subsidiaries, and since December 31, 2008, no such dispute has occurred, been threatened, ornor, to the Knowledge of the Company, is anticipated with respect to any employee such activity threatened. (or employee representativeb) of the Company or any Company Subsidiary. Except for matters thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect, (i) there are no labor disputes currently subject each of the Company and each of its Subsidiaries has complied with all Laws relating to any grievance procedure or arbitration under any the employment and safety of labor, including without limitation the National Labor Relations Act and other provisions relating to wages, hours, benefits, collective bargaining agreementbargaining, employment of minors, withholding, immigration and all applicable occupational safety and health acts and Laws, (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary of its Subsidiaries has engaged in any unfair labor practice or discriminated on the basis of race, age, sex, disability or any other protected category in its employment conditions or practices within the meaning with respect to its employees, customers or suppliers, and (iii) no action, suit, complaint, charge, grievance, arbitration, employee proceeding or investigation by or before any Governmental Authority brought by or on behalf of any employee, prospective employee, former employee, retired employee, labor organization or other representative of the National Labor Relations Act. There are no Company's and its Subsidiaries' employees is pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any of its Subsidiaries which claim damages in excess of $250,000, except as disclosed in SECTION 2.14(B) of the Company Subsidiary Disclosure Schedule. Except as disclosed in SECTION 2.14(B) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or otherwise bound by any current consent decree with or former director, officer, employee or contractor citation by any Governmental Authority relating to the Company's or its Subsidiaries' employees or employment matters at practices relating to the Company Company's or any Company Subsidiaryits Subsidiaries' employees.

Labor and Employment Matters. Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge As of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) monthsAgreement Date, neither the Company nor any Company Subsidiary has engaged in of its Subsidiaries is a party to or otherwise bound by any unfair collective bargaining agreements or agreements with any labor practices within the meaning of the National Labor Relations Act. There are union or labor organization, and no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiariessuch agreement is presently being negotiated. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect current and there have not been within the preceding one (1) year period any campaigns to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions solicit cards from employees of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during of its Subsidiaries to authorize representation by any labor union or labor organization and there are no current and there have not been within the 90-day period prior to the date past one (1) year any other union organizing activities concerning any employees of this Agreement. Neither the Company or any of its Subsidiaries. To the Company's Knowledge, there are no current, pending or threatened labor strikes, slowdowns, work stoppages, lockouts, or any similar material activities or disputes against the Company or any of its Subsidiaries, nor have there been any such material activities or disputes in the preceding one (1) year period. To the Company's Knowledge, the Company Subsidiary is required to haveand its Subsidiaries are not engaged, and does have not havewithin the preceding one (1) year period been engaged, in any affirmative action plans unfair labor practice (as defined under the National Labor Relations Act) except for any such practice that would not, individually or programs. There are no pendingin the aggregate, reasonably be expected to have a Material Adverse Effect. (ii) Except as would not reasonably be expected to have a Material Adverse Effect, the Company has not assumed any Liabilities pursuant to Section 2.1 of the Employee Matters Agreement between the Company and PDL, entered into as of December 18, 2008 that arise out of claims, disputes, grievances, or controversies pending or, to the Knowledge of the Company, threatened material Actions against threatened, involving any employee, group of employees, or individual or group of individuals. (iii) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries are in compliance with all Laws related to the terms and conditions of employment and retention of employees and any individual or group of individuals for whom the Company or its Subsidiaries assumed any Company Subsidiary by any current or former director, officer, employee or contractor relating Liabilities pursuant to employment matters at Section 2.1 of the Employee Matters Agreement between the Company and PDL, entered into as of December 18, 2008, including wages and other compensation, overtime requirements, classification of employees and independent contractors under federal and state laws, hours of work, leaves of absence, equal opportunity, immigration, occupational health and safety, workers' compensation, and the payment of social security and other taxes. (iv) Neither the Company nor any of its Subsidiaries has incurred any Liability or obligation under the Worker Readjustment and Notification Act (the "WARN Act") (29 USC §2101) or any Company Subsidiaryother comparable state or local Law in the United States which remains unsatisfied.

Labor and Employment Matters. Neither (a) Schedule 4.11(a) of the Company nor 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 party to leave of absence of any nature, authorized or bound by any collective bargaining agreement unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; and (v) commission, bonus or other relationship with incentive based compensation. Except as set forth on Schedule 4.11(a) of the Company Disclosure Schedule, as of the date hereof, all compensation, including wages, commissions and bonuses, due and payable to all employees of the Company and any labor unionCompany Subsidiary for services performed on or prior to the date hereof have been paid in full (or accrued in full in the Company’s financial statements). (i) There are no material Actions pending or, works councilto the knowledge of the Company, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of threatened against the Company or any Company Subsidiary. There is no ongoing strikeSubsidiary by any of their respective current or former employees, slowdown, picketing, work stoppage, walkout, concerted refusal which Actions would be material to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and ; (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in is, nor have 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 or any Company Subsidiary, nor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees; (iii) there are no unfair labor practices within practice complaints pending against the meaning of Company or any Company Subsidiary before the National Labor Relations Act. There are no pending Board; and (iv) there has never been, nor, to the knowledge of the Company, has there 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 knowledge of the Company, threatened threat thereof, by or reasonably anticipated union representation demands, petitions, or elections with respect to any employee employees of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. Subsidiary. (c) The Company and the Company Subsidiaries are, are and since December 31, 2008 have been, been in compliance in all material respects with all applicable Laws relating to employment and the employment, employment practices, including provisions thereof relating to workers’ compensationemployment discrimination, terms and conditions of employment, worker safety, wages mass layoffs and hours, civil rights, discrimination, immigration, collective bargaining, plant closings (including the Worker Adjustment and Retraining Notification ActAct of 1988, 29 U.S.C. § 2109 et seq. as amended, or any similar state or related Law (the “WARN Act”local Laws), immigration, meal and rest breaks, pay equity, workers’ compensation, family and medical leave, and occupational safety and health requirements, including those related to wages, hours, collective bargaining and the payment and withholding and payment of social security taxes and other employment-related Taxes. Section 5.9 sums as required by the appropriate Governmental Authority and are not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiaryforegoing.

Labor and Employment Matters. Neither (1) Except as set forth on Schedule 3(s), (A) no employee of the Company or any Subsidiary thereof is represented by a labor union, no labor union has been certified or recognized as a representative of any such employee, and neither the Company nor any Company Subsidiary is a party to or bound by thereof has any obligation under any collective bargaining agreement or other relationship agreement with any labor union or any obligation to recognize or deal with any labor union, works council, employee representative, and there are no such Contracts or other organization representing, purporting agreements pertaining to represent or attempting to represent which determine the terms or conditions of employment of any employee of the Company or any Subsidiary thereof; (B) there are no pending or threatened representation campaigns, elections or proceedings; (C) the Company Subsidiary. There is has no ongoing strikeKnowledge of any strikes, slowdown, picketing, slowdowns or work stoppage, walkout, concerted refusal to work overtimestoppages of any kind, or other material labor disputethreats thereof, and since December 31, 2008, no such dispute activities occurred during the 24-month period preceding the date hereof; (D) neither the Company nor any Subsidiary thereof has occurredengaged in, admitted committing or been threatened, or, held to the Knowledge of the Company, is anticipated with respect to have committed any employee unfair labor practice; and (E) there are no controversies or employee representative) of grievances between the Company or any Subsidiary thereof and any of its employees or representatives thereof. (2) Schedule 3(s) sets forth all Contracts under which the Company Subsidiary. or any Subsidiary thereof has any obligation to provide compensation or remuneration of any kind (other than obligations to make current wage or salary payments that are terminable at will without notice) to or on behalf of any employee or consultant. (3) Except for matters thatas set forth on Schedule 3(s), the Company and each of its Subsidiaries have at all times complied in all material respects, and are in material compliance with, all applicable laws, rules and regulations respecting employment, wages, hours, compensation, benefits, and payment and withholding of taxes in connection with employment. (4) Except as could not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on Material Adverse Effect, the Company and the Company Subsidiarieseach of its Subsidiaries have at all times since July 31, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement1994 complied with, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with with, all applicable Laws relating to employment laws, rules and employment practices, including provisions thereof relating to workers’ compensation, terms regulations respecting occupational health and conditions of employment, worker safety, wages and hourswhether now existing or subsequently amended or enacted, civil rightsincluding, discrimination, immigration, collective bargainingwithout limitation, the Worker Adjustment and Retraining Notification ActOccupational Safety & Health Act of 1970, 29 U.S.C. § 2109 Section 651 et seq. and the state analogies thereto, all as amended or any similar or related Law (the “WARN Act”)superseded from time to time, and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor common law doctrine relating to employment matters at the Company or any Company Subsidiaryworker health and safety.

Labor and Employment Matters. (a) Except as set forth in Section 3.11(a) of the Company Disclosure Schedule, (i) there are no material Actions pending or, to the knowledge of the Company, threatened between the Company or any Company Subsidiary and any of their respective employees; (ii) neither the Company nor any Company Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, nor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees; (iii) to the knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Company Subsidiary before the National Labor Relations Board or any current union representation questions involving employees of the Company or any Company Subsidiary; and (iv) there is no strike, slowdown, work stoppage or lockout, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the Company or any Company Subsidiary. (b) The Company and the Company Subsidiaries are in compliance in all material respects with all applicable laws relating to the employment of labor, including those related to wages, hours, and collective bargaining and are not liable for any arrears of wages, penalties or other sums for failure to comply with any of the foregoing. The Company and the Company Subsidiaries have paid in full to all employees or adequately accrued for in accordance with GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees and there is no Action with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any persons currently or formerly employed by the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representativeto, or other organization representingotherwise bound by, purporting any consent decree with, or citation by, any Governmental Authority relating to represent employees or attempting to represent any employee of employment practices with continuing obligations on the Company or any Company SubsidiaryCompany. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, charge or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated proceeding with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, occupational safety or any other restrictive covenant health standards that has been asserted or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no is now pending or, to the Knowledge knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are . There is no other ongoing Action involving allegations of discrimination in employment or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensationfor any reason, terms and conditions of employmentincluding, worker safetywithout limitation, wages and hoursage, civil rightsgender, discriminationrace, immigrationreligion or other legally protected category, collective bargainingwhich has been asserted or is now pending or, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by before the United States Equal Employment Opportunity Commission, or any current or former director, officer, employee or contractor relating to employment matters at other Governmental Authority in any jurisdiction in which the Company or any Company SubsidiarySubsidiary has employed or employ any person.

Labor and Employment Matters. Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representativea) of the Company or any Company Subsidiary. Except for matters thatas, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee each of the Company or any Company Subsidiary and its subsidiaries is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and respecting employment, employment practices, including provisions thereof relating to workers’ compensationlabor, terms and conditions of employment, worker safety, employment and wages and hours, civil rights, discrimination, immigration, collective bargaining, including but not limited to the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law as amended (the “WARN Act”"WARN"), and all Laws of a similar nature, in each case, with respect to Company Employees, (ii) none of the withholding and Company or any of its subsidiaries is liable for any payment of to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits for Company Employees, (iii) there are no strikes, work stoppages, slowdowns or lockouts pending or, to the knowledge of the Company, threatened against or involving the Company or any of its subsidiaries, and other employment-related Taxes. (iv) none of the Company or any of its subsidiaries is engaged in any unfair labor practices. (b) Except as set forth on Section 5.9 3.11(b) of the Company Disclosure Schedule contains Schedule, neither the Company nor any of its subsidiaries is a complete and correct list by nameparty to any collective bargaining agreement or other contract or agreement with any labor organization or other representative of any of their employees (the "Collective Bargaining Agreements"), datenor is any such Collective Bargaining Agreement presently being negotiated. Except as set forth in Section 3.11(b) of the Company Disclosure Schedule, site no labor organization or group of employment, and reason for termination employees of those individuals terminated by the Company or any Company Subsidiary during of its subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the 90knowledge of the Company, threatened in writing to be brought or filed, with the National Labor Relations Board or any other U.S. or non-day period U.S. labor relations tribunal or authority and no such demand or proceeding has been made or brought within the past three years. (c) A copy of the Company's Human Rights Production Standards policies and procedures has been made available to Parent prior to the date of this Agreement. Neither To the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge knowledge of the Company, threatened material Actions against except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, and except as would not, individually or any in the aggregate, reasonably be expected to have a Company Subsidiary by any current or former directorMaterial Adverse Effect, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiaryand each of the Company's subsidiaries, manufacturers, suppliers and agents (including independent contractors) has complied with such policies and procedures.

Labor and Employment Matters. Neither (a) In the twelve (12) months preceding the date of this Agreement, to the knowledge of the Company nor all material compensation, including wages, commissions and bonuses, due and payable to all Employees and individual independent contractors or consultants for services performed on or prior to the date hereof have been paid in full (or accrued in full in the Company’s or applicable employer’s financial statements) same for the withholding of taxes and other sums as required by the appropriate Governmental Authority. (b) (i) Except as otherwise set forth in Section 4.11(b)(i) of the Company Disclosure Schedule, there are no material Actions pending or, to the knowledge of the Company, threatened against any Company Subsidiary Group Member by any of their respective current or former Employees, individual independent contractors or consultants, leased employees, applicants for employment, or any class of the foregoing; (ii) except as otherwise set forth in Section 4.11(b)(ii) of the Company Disclosure Schedule, no Company Group Member is a party to to, bound by, or bound by negotiating any collective bargaining agreement or other relationship contract with a union, works council or labor organization applicable to Employees (each a “Labor Agreement”), nor, to the knowledge of the Company, are there any activities or proceedings of any labor union, works council, employee representative, council or other labor organization representingto organize any such Employees; (iii) there are no material unfair labor practice complaints pending or, purporting to represent or attempting to represent any employee the knowledge of the Company or Company, threatened, against any Company Subsidiary. There is no ongoing Group Member before any Governmental Authority, nor have there been such complaints during the twelve (12) months preceding the date of this Agreement; and (iv) during the twelve (12) months preceding the date of this Agreement, there has not been any strike, slowdown, picketing, work stoppage, walkoutlockout, concerted refusal to work overtime, overtime or other material similar major labor dispute, and since December 31, 2008, no such disruption or dispute has occurred, been threatenedaffecting, or, to the Knowledge knowledge of the Company, is anticipated threatened, by or with respect to any employee Employees. (or employee representativec) of To the Company’s knowledge, the Company or any Company Subsidiary. Except for matters that, individually or Group Members are and have been in the aggregatetwelve (12) months preceding the date of this Agreement in compliance, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects respects, with all applicable Laws relating to employment and the employment, employment practices, including provisions thereof relating to workers’ compensationemployment discrimination, terms and conditions of employment, worker safety, wages mass layoffs and hours, civil rights, discriminationplant closings, immigration, pay equity, workers’ compensation, family and medical leave, and occupational safety and health requirements, including those related to wages, hours, social security contributions, health and other insurance contributions and collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiary.

Labor and Employment Matters. (a) Except as set forth on Schedule 3.11(a), the Company and each of its Subsidiaries are in compliance with all federal, state and local laws, rules, regulations and ordinances respecting employment and employment practices, terms and conditions of employment, termination of employment, occupational safety and health, immigration, and wages and hours, and are not engaged in any unfair labor practice, as defined in the National Labor Relations Act or other applicable law. There has been no “mass layoff” or “plant closing” within the meaning of the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any similar state or local “mass layoff” or “plant closing” law with respect to the Company or any of its Subsidiaries within the six (6) months prior to Closing. There is no unfair practice complaint pending with respect to any Employees of the Company or its Subsidiaries or, to the Company’s knowledge, threatened before the National Labor Relations Board or any other Governmental Authority. (b) Except as set forth on Schedule 3.11(b), neither the Company, any Subsidiary of the Company nor any of their respective Affiliates is a party to or otherwise bound, or has ever been bound, by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, and none of the Employees of the Company and its Subsidiaries is represented by a labor union or labor organization. Neither the Company nor any Subsidiary of the Company Subsidiary is a party subject to any charge, demand, petition or bound by any collective bargaining agreement representation proceeding seeking to compel, require or other relationship demand it to bargain with any labor unionunion or labor organization nor, works councilas of the date of this Agreement, is there pending or, to the Company’s knowledge, threatened, any material labor strike, picketing, handbilling, dispute, grievance, arbitration, walkout, work stoppage, slow-down or lockout involving the Company or any Subsidiary of the Company. There have not been any labor union organizational campaigns by or directed at any Employees of the Company or its Subsidiaries. To the Company’s knowledge, no representation petition with respect to any Employee has been filed with the National Labor Relations Board. The Company and its Subsidiaries have not experienced any primary work stoppage. (c) Schedule 3.11(c) lists each of the Company’s and any Company Subsidiaries’ employees as of the date hereof (the “Employees”) and his/her (i) job title and work location and (ii) date of hire. (d) Schedule 3.11(d) lists the names of each current independent contractor retained by the Company or any Company Subsidiary who performs services for the Company or any Company Subsidiary (“Independent Contractors”) and the current rate of compensation paid to each such Independent Contractor. Schedule 3.11(d) specifies the site at which each such Independent Contractor performs services for the Company or any Company Subsidiary. Except as set forth in Schedule 3.11(d), the Independent Contractors, and all other independent contractors who have previously rendered services to the Company or any Company Subsidiary, have been and are legally, properly and appropriately treated as non-employees for all Tax purposes, as well as all ERISA and employee representativebenefit purposes. There has been no determination by any Governmental Authority that any Independent Contractor constitutes an employee of the Company or any Company Subsidiary, and to the Company’s knowledge, there is no basis for a Governmental Authority or any other organization representingPerson to make such a claim. There has been no investigation or Claim made by or, purporting to represent the Company’s knowledge, threatened by any Person or attempting to represent Governmental Authority that any Independent Contractor constitutes an employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal The Company and each Company Subsidiary have paid or accrued all compensation and all other monetary amounts earned by any Independent Contractors or due and owing to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge any of the CompanyIndependent Contractors. (e) Except as set forth on Schedule 3.11(e), is anticipated with respect to any employee (or employee representative) the services of all Employees and Independent Contractors of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably of its Subsidiaries may be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to terminated at any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated time by the Company or one of its Subsidiaries without any Company Subsidiary during liability except for any ongoing liability, such as the 90-day period prior continuing liabilities with respect to the date Consolidated Omnibus Budget Reconciliation Act of this Agreement. Neither the Company nor any Company Subsidiary is required to have1985, and does not haveas amended (“COBRA”), any affirmative action plans or programs. There that are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary mandated by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiaryapplicable law.

Labor and Employment Matters. (a) Except as set forth in Schedule 5.17: (i) Neither the Company nor any Company Subsidiary is of its Subsidiaries are a party to or bound by any collective bargaining contract, collective labor agreement or other relationship contract or arrangement with any a labor union, works council, employee representative, trade union or other organization representing, purporting to represent or attempting to represent involving any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatenedits employees, or, except for Company Plans and Employee Agreements listed in Schedule 5.16(f) is otherwise required (under any legal requirement, under any contract or otherwise) to provide benefits or working conditions beyond the Knowledge minimum benefits and working conditions required by law to be provided pursuant to rules and regulations of any jurisdiction in which the Company and its subsidiaries have employees, including without limitation the Histadrut (General Federation of Labor), the Coordinating Bureau of Economic Organization and the Industrialists' Association, and the Company has not been officially apprised that any petition has been filed or proceeding instituted by an employee or group of employees of the Company, is anticipated or any of its Subsidiaries, with respect to any employee Governmental Body seeking recognition of a bargaining representative. Except as set forth in Schedule 5.16(f) or (or employee representative) of g), neither the Company nor any of its Subsidiaries have or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreementto, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of its Subsidiaries benefits from, any term of any employment Contract, non-disclosure agreement, non-competition agreement, extension order (tzavei harchava) or any other restrictive covenant contract or legal obligation arrangement with respect to a former employer relating termination of employment. All of the employees of the Company and its subsidiaries are "at will" employees subject to the right of any such employee to be employed by termination notice provisions included in employment agreements or to perform currently-assigned applicable Law. (A) To the Company's Knowledge, there is no labor strike, dispute, slow down or reasonably-anticipated duties for stoppage pending or threatened against the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six its Subsidiaries; (6B) months, neither the Company nor any of its subsidiaries has received in the last twenty-four (24) months any demand letters, civil rights charges, suits or drafts of suits with respect to claims made by or on behalf of any of their respective employees which would have a Company Subsidiary has engaged in any unfair labor practices within Material Adverse Effect; and (C) to the meaning of the National Labor Relations Act. There Company's Knowledge there are no pending orclaims, to the Knowledge civil rights charges, suits or drafts of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections suits with respect to claims made by or on behalf of its employees. (iii) All amounts that the Company or any subsidiary is legally or contractually required either (A) to deduct from its employees' salaries or to transfer to such employees' pension or provident, life insurance, incapacity insurance, continuing education fund or other similar fund or (B) to withhold from their employees' salaries and pay to any Governmental Body as required by the Israeli Income Tax Ordinance [New Version] and other applicable laws have, in each case, been duly deducted, transferred, withheld and paid, and neither the Company nor any of its Subsidiaries has any outstanding obligation to make any such deduction, transfer, withholding or payment. (iv) The Company is not liable for any material payment to any trust or other fund or to any Governmental Body, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). (v) The Company and its Subsidiaries are in compliance with all material Laws and regulations pertaining to the payment of wages and overtime and with all Laws and Orders relating to the employment of labor. (b) Schedule 5.17(b)(i) contains a true and complete list as of the date hereof of the employees employed by the Company and it Subsidiaries, indicating the title of and a description of any agreements concerning such employees and a listing of the rate of all current salary and bonus payable by the Company or its Subsidiaries to each employee. The Company has made available to Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company or any its Subsidiaries. Except as set forth on Schedule 5.17(b)(ii), each such consulting agreement entered into by the Company Subsidiariesis in the standard form of consulting agreement previously provided to Parent's counsel. To the Knowledge of the Company, there are no other ongoing Key Employee has any plans to terminate employment or threatened union organization activities service with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period its Subsidiaries prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company SubsidiaryEffective Time.

Labor and Employment Matters. Neither (a) Except as set forth in Section 4.11 of the Disclosure Schedule, (i) as of the date hereof, there are no controversies pending or, to the knowledge of the Company, threatened between the Company or any Subsidiary and any of their respective employees other than immaterial controversies arising in the ordinary course of business; (ii) neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship labor union contract applicable to persons employed by the Company or any Subsidiary, nor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees as of the date hereof; (iii) neither the Company nor any Subsidiary has breached or otherwise failed to comply in any material respect with any provision of any such agreement or contract, and there are no material grievances outstanding as of the date hereof against the Company or any Subsidiary under any such agreement or contract; (iv) there are no material unfair labor union, works council, employee representative, practice complaints pending against the Company or other organization representing, purporting to represent any Subsidiary as of the date hereof before the National Labor Relations Board or attempting to represent any employee current union representation questions involving employees of the Company or any Company Subsidiary. There ; and (v) there is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, stoppage or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatenedlockout, or, to the Knowledge knowledge of the Company, is anticipated threat thereof, by or with respect to any employee (or employee representative) employees of the Company or any Company Subsidiary. . (b) Except for matters thatas set forth in Section 4.11 of the Disclosure Schedule, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company SubsidiariesSubsidiaries are in material compliance with all applicable laws relating to the employment of labor, taken as a wholeincluding those related to wages, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any hours, collective bargaining agreement, and (ii) the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and have withheld and paid to Knowledge of the Company, no employee appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all material amounts required to be withheld from employees of the Company or any Company Subsidiary is in violation and are not liable for any material arrears of wages, taxes, penalties or other sums for failure to comply with any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008foregoing. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, paid in compliance full to all employees or adequately accrued for in accordance with GAAP consistently applied all material respects wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees and there is no claim with all applicable Laws relating respect to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 any material amounts of the Company Disclosure Schedule contains a complete and correct list by namewages, date, site of employment, and reason for termination of those individuals terminated salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any persons currently or formerly employed by the Company or any Company Subsidiary during the 90-day period prior to the date of this AgreementSubsidiary. Neither the Company nor any Company Subsidiary is required to havea party to, and does not haveor otherwise bound by, any affirmative action plans consent decree with, or programscitation by, any Governmental Authority relating to employees or employment practices. Except as set forth in Section 4.11 of the Disclosure Schedule, there is no charge or proceeding with respect to a material violation of any occupational safety or health standards that has been asserted or is now pending or threatened with respect to the Company. There are is no pendingmaterial charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or to the Knowledge of the Company, threatened material Actions against any other Governmental Authority in any jurisdiction in which the Company or any Company Subsidiary by have employed or employ any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiaryperson.

Labor and Employment Matters. (a) The Company represents and warrants that: (i) There are no material controversies pending or, to the knowledge of the Company, threatened between the Company or any Company Subsidiary and any of their respective present or former employees or independent contractors. (ii) Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement, work council agreement, work force agreement or any other relationship with labor union Contract applicable to persons employed by the Company or any labor Company Subsidiary; to the knowledge of the Company none of the employees or independent contractors of the Company or any Company Subsidiary is represented by any union, works council, employee representativeor any other labor organization; and, to the knowledge of the Company, there are no activities or proceedings of any labor union to organize any such employees or independent contractors. (iii) There are no grievances filed pursuant to any collective bargaining agreement, work council agreement or other labor contract currently pending against the Company or any Company Subsidiary; nor are there any unfair labor practice complaints pending, or, to the knowledge of the Company, threatened, against the Company or any Company Subsidiary before the National Labor Relations Board or any court, tribunal or other Governmental Authority of competent jurisdiction, or any current union representation questions involving employees of the Company or any Company Subsidiary. (iv) All individuals who are or were performing consulting or other organization representingservices for the Company or any Company Subsidiary have been correctly classified by the Company or the Company Subsidiary in all material respects as either “independent contractors” or “employees” as the case may be. (v) All individuals who are or were performing services for the Company or any Company Subsidiary have been correctly classified by the Company or the Company Subsidiary in all material respects as “exempt” from all applicable wage and hour Laws, purporting including but not limited to represent Laws governing minimum wage, overtime compensation, meal periods and rest breaks. (vi) There is no strike, slowdown, work stoppage or attempting lockout, or, to represent the knowledge of the Company, threat thereof, by or with respect to any employee employees of the Company or any Company Subsidiary. No consent of any labor union is required to consummate any of the Transactions. There is no ongoing strikeobligation to inform, slowdownconsult or obtain consent in advance of or simultaneously with the Transactions of any works council, picketing, work stoppage, walkout, concerted refusal to work overtime, employee representatives or other material labor disputerepresentative bodies in order to consummate the Transactions, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee except as set forth on Disclosure Schedule 4.11(a)(vi). (or employee representativeb) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, are in compliance in all material respects with all applicable Laws relating to the employment and employment practicesof labor, including provisions thereof relating those related to workers’ compensationwages, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, equal employment opportunity, occupational health and safety, immigration, individual and collective consultation, notice of termination, and redundancy, and are not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the Worker Adjustment and Retraining Notification Actforegoing. There is no charge or other Action pending or, 29 U.S.C. § 2109 et seq. or any similar or related Law to the knowledge of the Company, threatened before the U.S. Equal Employment Opportunity Commission (the “WARN ActEEOC”), and any court, or any other Governmental Authority of competent jurisdiction with respect to the withholding and payment employment practices of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this AgreementSubsidiary, except as described on Disclosure Schedule 4.11(b). Neither the Company nor any Company Subsidiary is required a party to, or otherwise bound by, any consent decree with, or citation by, any the EEOC or any other Governmental Authority of competent jurisdiction relating to haveemployees or employment practices. Since January 1, 2008, neither the Company nor any Company Subsidiary has received any notice of intent by the EEOC or any other Governmental Authority of competent jurisdiction responsible for the enforcement of labor or employment Laws to conduct an investigation or inquiry relating to the Company or any Company Subsidiary, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge knowledge of the Company, threatened material Actions against no such investigation or inquiry is in progress. The employment of those employees of the Company and the Company Subsidiaries hired and based in the U.S. is terminable at will without cost or liability to the Company or its Subsidiaries, except for amounts earned prior to the time of termination and except as set forth in Disclosure Schedule 4.11(b). (c) The Company has made available to Purchaser a list, as of the date hereof, of (i) each employee and consultant that provides services to the Company or any Company Subsidiary by and the city and state in which each such employee and consultant is based and primarily performs his or her duties or services; and (ii) each such person’s position or title, annual base salary or wages, annual target bonus or commissions, and date of hire. As of the date hereof, no officer or employee holding the position of vice president or above has terminated or has advised the Company or any current Company Subsidiary in writing of his or former director, officer, her intention to terminate his or her relationship or status as an employee or contractor relating consultant of the Company or the Subsidiary for any reason, including because of the consummation of the transactions contemplated by this Agreement and, except as set forth on Section 4.11(c)-1 of the Disclosure Schedule, the Company and the Subsidiary have no plans or intentions as of the date hereof to terminate any such employee or consultant. Section 4.11(c)-2 of the Disclosure Schedule sets forth a complete and accurate list of all offers of employment matters at that are outstanding to any person from the Company or any Company Subsidiary. (d) To the knowledge of the Company, no employee, officer or director of the Company or any Company Subsidiary is a party to, or is otherwise bound by, any Contract with a former employer, including any confidentiality, non-competition or proprietary rights agreement, that affects (i) the performance of his or her duties as an employee, officer or director of the Company or the Company Subsidiary, or (ii) the ability of the Company or any Company Subsidiary to conduct its business in any manner that would have a Material Adverse Effect. To the knowledge of the Company, no employee, officer or director of the Company or any Company Subsidiary is in violation, in any material respect, of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement or restrictive covenant to a former employer, which violation would have a Material Adverse Effect.

Labor and Employment Matters. Neither (a) Except as contemplated by Sections 2.6, 3.6 and 8.2 of this Agreement and except for employment agreements and other arrangements which do not require the Company payment of more than $200,000 per person, as soon as practicable (but in any event within 30 business days) following the date hereof, each Representing Party shall provide the other with a true and complete list of each employment agreement or any other arrangement or understanding with any employee that provides for the payment of any consideration (including severance pay) by such Representing Party or any of its Subsidiaries to such person as a result of the consummation of any of the transactions contemplated by this Agreement, either alone or in conjunction with the termination of such person's employment. (i) Except as disclosed by a Representing Party in writing as soon as practicable (but in any event within 30 business days) following the date hereof, neither the Representing Party nor any Company Subsidiary of its Subsidiaries is a party to to, or bound by by, any material collective bargaining agreement or other relationship material contract, agreement, arrangement or understanding with any a labor union, works council, employee representative, union or other organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee organization; (or employee representativeii) of the Company or any Company Subsidiary. Except for matters thatexcept as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no (1) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Representing Party, threatened against the Representing Party or its Subsidiaries; (2) activity or proceeding by a labor union or representative thereof to organize any employees of the Representing Party or any of its Subsidiaries; or (3) lockout, strike, slowdown, work stoppage or threat thereof by or with respect to such employees; and (iii) since December 31, 1997, there has not had been any adoption or amendment in any material respect by the Representing Party or any of its Subsidiaries of any material collective bargaining agreement or other contract, agreement, arrangement or understanding with a labor union or labor organization. Each of the Representing Party and its Subsidiaries is in compliance with all laws regarding employment, employment practices, terms and conditions of employment and wages, except for such noncompliance that individually or in the aggregate would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company SubsidiaryMaterial Adverse Effect.

Labor and Employment Matters. Neither (a) The Company represents and warrants that: (i) Except as provided in the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of contracts as in effect on the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representativedate hereof set forth in Section 3.11(a)(i) of the Company or any Company Subsidiary. Except for matters thatDisclosure Schedule, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee all employees of the Company or any Company Subsidiary is in violation are employed on an at-will basis, and their employment can be terminated at any time for any reason, with or without cause, and without notice or payment of any term of any employment Contract, non-disclosure agreement, non-competition agreement, severance or any other restrictive covenant termination benefits or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company other amounts or any Company Subsidiary other costs or relating liabilities, other than with respect to wages accrued before the use of trade secrets or proprietary information of otherstermination. Within Except as provided in the past six (6contracts as in effect on the date hereof set forth in Section 3.11(a)(i) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There Disclosure Schedule, the Company’s and each Company Subsidiary’s relationships with all individuals who act on their own as contractors, consultants or other service providers can be terminated at any time for any reason, with or without cause, and without prior notice or payment of severance or any other termination benefits or other amounts, other than for compensation accrued before the termination. (ii) Except as set forth in Section 3.11(a)(ii) of the Disclosure Schedule, as of the date hereof, there are no material Claims, disputes, administrative charges, grievances, or controversies pending or, to the Knowledge of the Company, threatened between the Company or reasonably anticipated union representation demandsany Company Subsidiary and any of their respective present or former employees. (iii) To the Knowledge of the Company, petitionsneither the Company nor any Company Subsidiary is, or elections with respect for the two (2)-year period prior to the date hereof has been, a party to any employee collective bargaining agreement, work council agreement, work force agreement or any other labor union contract applicable to persons employed by the Company or any Company Subsidiary; none of the employees of the Company or any Company SubsidiariesSubsidiary is represented by any labor organization; and, there are no activities or proceedings of any labor union to organize any such employees. (iv) All individuals who are or were performing consulting or other services for the Company or any Company Subsidiary have been correctly classified by the Company or the Company Subsidiary as either “independent contractors” (or comparable status in the case of a foreign Company Subsidiary) or “employees” as the case may be, and at the Effective Time, with respect to those individuals still performing consulting services for the Company or the Company Subsidiary as of the Effective Time, such individuals will qualify for such classification. Similarly, all individuals who are or were classified as employees as of the Effective Time have been correctly classified as exempt or non‑exempt, as the case may be, under the Fair Labor Standards Act or other applicable Laws. (v) In the two (2) year period prior to the date hereof, there has not been, nor, to the Knowledge of the Company, has there been any threat of, any strike, slowdown, work stoppage or lockout, or other labor dispute or union organizing effort or similar activity affecting the employees of the Company or any Company Subsidiary. To the Knowledge of the Company, there are no consent of any labor union is required to consummate the Transactions. There is no obligation to inform, consult or obtain consent whether in advance or otherwise of any works council, employee representatives or other ongoing or threatened union organization activities representative bodies in order to consummate the Transactions. (b) Section 3.11(b) of the Disclosure Schedule contains a complete and accurate list, as of the date hereof, of, with respect to each director, officer, employee or other service provider of the Company or any such employee Company Subsidiary: (i) name, (ii) position, (iii) annual base salary or wages, (iv) hire date, and no such union organization activities have occurred since December 31(v) bonus rate, 2008and (vi) maximum Certain Closing Related Costs. The Company has made available to Parent a true and correct copy, as of the date hereof, of written employment contracts and offer letters with employees whose annual base salary exceeds $100,000, exclusive of any incentive payments. To the Knowledge of the Company, as of the date hereof, no employee listed in Section 3.11(b) has terminated or has advised the Company or any Company Subsidiary of his or her intention to terminate his or her relationship or status as an employee or consultant of the Company or any Company Subsidiary for any reason, including because of the consummation of the Transactions, and, except as set forth in Section 3.11(b) of the Disclosure Schedule, the Company and the Company Subsidiaries arehave no plans or intentions, as of the date hereof, to terminate any such employee. (c) The Company and since December 31, 2008 have been, each Company Subsidiary is in compliance in all material respects with all applicable Laws relating to employment of labor and employment practices, including provisions thereof relating those related to workers’ compensationwages, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment equal employment opportunity, occupational health and Retraining Notification Actsafety, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”)immigration, individual and collective consultation, notice of termination and redundancy, and the withholding and payment are not liable for any arrears of social security and wages, taxes, penalties or other employment-related Taxes. Section 5.9 sums for failure to comply with any of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programsforegoing. There are is no pendingcharge or other Action pending or, or to the Knowledge of the Company, threatened material Actions against before the U.S. Equal Employment Opportunity Commission, any court, or any other Governmental Authority with respect to the employment practices of the Company or any Company Subsidiary by any current Subsidiary, other than charges or former directorActions, officerindividually or in the aggregate, employee that would not (i) prevent or contractor relating materially delay consummation of the Merger or (ii) if adversely determined, result in material liability to employment matters at the Company or any Company Subsidiary.

Labor and Employment Matters. Neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representativea) Except as set forth on Section 5.16(a) of the Company Selling Companies Disclosure Schedule or any Company Subsidiary. Except for matters thatas otherwise would not reasonably be expected to have, individually or in the aggregate, a Selling Companies Material Adverse Effect, the Selling Companies and each of their Subsidiaries are and have not had been, in compliance with all applicable Laws and would not reasonably be expected to have a material impact on the Company Regulations respecting labor, employment, fair employment practices, terms and the Company Subsidiariesconditions of employment, taken as a wholeoccupational safety and health, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreementcivil rights, family and medical leaves and military leaves, and (ii) to Knowledge of wages and hours. Without limiting the Companyforegoing, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries Selling Companies are, and since December 31, 2008 at all times the Selling Companies have been, in compliance in all material respects with all applicable Laws relating the requirements of the Immigration Reform Control Act of 1986. (b) Except as set forth in Section 5.16(b) of the Selling Companies Disclosure Schedule, as of the date of this Agreement, there are no changes pending or, to employment and employment practicesthe Knowledge of the Selling Companies, including provisions thereof relating threatened with respect to workers’ compensation(including, terms and conditions without limitation, the resignation of) the senior management or key supervisory personnel or independent contractors of employmenteach of the Selling Companies nor have the Selling Companies received any notice or information concerning any prospective change with respect to such senior management or key supervisory personnel. (c) Except as set forth on Section 5.16(c) of the Selling Companies Disclosure Schedule, worker safetynone of the Selling Companies or any of their Subsidiaries is a party to or otherwise bound by any collective bargaining agreement, wages and hourscontract or other agreement or understanding with a labor union or labor organization. None of the Selling Companies or any of their Subsidiaries is subject to any charge, civil rightsdemand, discriminationpetition or representation proceeding seeking to compel, immigrationrequire or demand it to bargain with any labor union or labor organization nor is there pending or, collective bargainingto the Knowledge of the Selling Companies, threatened, any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving any of the Selling Companies or any of their Subsidiaries. (d) Since January 1, 1996, none of the Selling Companies or any of their Subsidiaries has implemented a "mass layoff" or "plant closing" within the meaning of the Worker Adjustment and Retraining Notification ActAct of 1988, 29 U.S.C. § 2109 et seq. as amended, and any similar state or local "mass layoff" or "plant closing" law, and no layoffs that could implicate such Laws or Regulations are currently contemplated. (e) Since January 1, 1996, none of the Selling Companies or any similar of their Subsidiaries has received notice of (i) any unfair labor practice charge, complaint, grievance or related Law arbitration pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) any charge or complaint with respect to or relating to them pending before the “WARN Act”)Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iii) the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and the withholding hours of work, child labor, immigration, or occupational safety and payment health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (iv) any Action pending or threatened in any forum by or on behalf of social security and other employment-related Taxes. Section 5.9 any present or former employee of such entities, any applicant for employment or classes of the Company Disclosure Schedule contains a complete and correct list by name, date, site foregoing alleging breach of any express or implied contract of employment, and reason any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortuous conduct in connection with the employment relationship, except, for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date purposes of this Agreement. Neither the Company nor any Company Subsidiary is required Section 5.16(e), in each case as would not reasonably be expected to have, and does not haveindividually or in the aggregate, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiarya Selling Companies Material Adverse Effect.

Labor and Employment Matters. Neither (a) The Company has provided Parent with a true and complete list of each Person employed by the Company nor or any of its Subsidiaries as of the date hereof, together with such Person’s (i) name; (ii) employer; (iii) job title; (iv) date of hire; (v) base salary or wage rate; (vi) target bonus or incentive compensation information; (vii) work location (city/state/country); (viii) full-time or part-time status; (ix) whether or not on leave (and if on leave, the reason for such leave and the expected return date); and (x) exempt or non-exempt status under the Fair Labor Standards Act of 1938, as amended. The Company Subsidiary is has also provided Parent with a party true and complete list of the number of independent contractors engaged by the Company or any of its Subsidiaries as of May 31, 2025, categorized by service type (e.g., ten columnists), together with (A) a brief description of the services provided by each group; and (B) the range of compensation earned by the independent contractors within each group. (b) During the prior three (3) years, there have been no strikes, labor disputes, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or bound by any collective bargaining agreement Legal Proceedings that involve the labor or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee employment relations of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor disputeof its Subsidiaries, and since December 31, 2008, no such dispute has occurred, been threatened, or, to matters are pending. During the Knowledge of the Company, is anticipated with respect to any employee prior three (or employee representative3) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) monthsyears, neither the Company nor any Company Subsidiary of its Subsidiaries is or has engaged been a party to any collective bargaining agreement or any other Contract, agreement or arrangement with any Union, and there is no, and, in the prior three (3) years has been no, organizing activity by any Service Providers or any Union with respect to any Service Providers. There is no representation, claim or petition relating to any Service Provider pending before any applicable Governmental Authority. None of the execution or delivery of this Agreement, the performance of the Company’s obligations hereunder, or the consummation of the Transactions will (either alone or in combination with any other event) result in or give rise to any obligation to notify, consult with or obtain the consent or approval of any Service Provider or Union. (c) During the prior three (3) years, there has been no unfair labor practices within practice charge or complaint pending before any applicable Governmental Authority relating to any Service Provider’s employment or other engagement with the meaning Company or any of the National Labor Relations Actits Subsidiaries. There are no, and during the prior three (3) years there have been no, Legal Proceedings against the Company or any of its Subsidiaries relating to any Service Provider or with respect to any Law relating to employees or employment practices and no such Legal Proceedings are pending or, to the Knowledge of the Company, threatened threatened. (d) Except as would not, individually or in the aggregate, reasonably anticipated union representation demandsbe expected to be material to the Company and its Subsidiaries, petitionstaken as a whole, or elections during the past three (3) years, the Company and each of its Subsidiaries has: (i) been in compliance with all applicable Laws respecting employment, employment practices and labor, including with respect to equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, and unemployment insurance; (ii) fully and accurately reported all payments to all independent contractors, volunteers, subcontractors, temps, leased employees, and other contingent workers as required by applicable Laws and has satisfied all applicable withholding Tax obligations; (iii) properly classified (A) each Service Provider who is or was classified as exempt under the Fair Labor Standards Act or any similar applicable state or local wage and hour Law, and (B) each Service Provider who has performed services as a consultant, independent contractor, or otherwise; and (iv) complied with all immigration Laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. (e) Within the past three (3) years: (i) no Service Provider has made, and to the Knowledge of the Company, there have been no facts that would reasonably be expected to result in, any allegation of sexual harassment or employment discrimination against the Company or any of its Subsidiaries or against any Service Provider; and (ii) neither the Company nor any of its Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment or employment discrimination made by a Service Provider. (f) To the Knowledge of the Company, no executive officer or management-level employee of the Company or any of its Subsidiaries has any plans to terminate his or her employment with the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no agreements between any Service Provider and any other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have beenPerson which would restrict, in compliance in all material respects with all applicable Laws relating any manner, such Service Provider’s ability to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. perform services for Parent or any similar of its Affiliates following the Closing or related Law (the “WARN Act”), and right of any of them to compete with any Person or the withholding and payment right of social security and any of them to sell to or purchase from any other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company SubsidiaryPerson.

Labor and Employment Matters. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and its Subsidiaries are, and since December 31, 2023 have been, in compliance with all federal, state, and foreign Applicable Laws respecting employment and employment practices, terms and conditions of employment, and wages and hours, including, to the extent applicable, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act, as amended, and state anti-discrimination laws and (ii) there are no arrearages in the payment of wages. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, as of the date hereof, (A) the Company has not received written notice of any audits or investigations pending or scheduled by any Governmental Authority pertaining to the employment practices of the Company and (B) to the Knowledge of the Company, no written complaints relating to employment practices of the Company have been made to any Governmental Authority or submitted to the Company. (b) Neither the Company nor any Subsidiary of the Company Subsidiary is a party to to, or otherwise bound by or subject to, any collective bargaining agreement, Contract or other agreement or other relationship understanding with any labor union, works council, employee representative, or other labor organization representingor employee representative body (each, purporting to represent or attempting to represent any employee a “Union”), and no employees of the Company or any Subsidiary are represented by any Union with respect to their employment with the Company or any Subsidiary. There Neither the Company nor any Subsidiary of the Company is no ongoing subject to any charge, demand, petition or representation Proceeding seeking to compel, require or demand it to bargain with any Union, nor is there any pending or threatened labor strike, slowdown, picketing, concerted work stoppage, walkout, concerted refusal to work overtime, slowdown or other material labor disputelockout involving the Company or any Subsidiary of the Company, and there have been no such matters since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries2023. To the Knowledge of the Company, there are no other ongoing efforts pending or threatened union organization activities by or on behalf of any Union to organize any employees of the Company or any Subsidiary of the Company, and there have been no such efforts since December 31, 2023. No notice, consent, or consultation obligations with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions employees of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened or any Union, will be triggered by the execution of this Agreement or the consummation of the transactions contemplated hereby. (c) The Company and its Subsidiaries have investigated all material Actions sexual harassment allegations against any officers, directors, or other executive-level employees of the Company and its Subsidiaries (in their capacities as such) which have been formally reported to the Company or any Company Subsidiary by any current its Subsidiaries or former director, officer, employee or contractor relating with respect to employment matters at which the Company or any its Subsidiaries otherwise have Knowledge. With respect to each such allegation (except those the Company Subsidiaryor its Subsidiaries reasonably deemed to not have merit), the Company or its applicable Subsidiary have taken corrective action reasonably calculated to prevent further improper action.

Labor and Employment Matters. (a) Except as set forth on Section 3.17(a) to the Company Disclosure Schedule, since the Applicable Date, neither the Company nor any of its Subsidiaries has been a party to, or bound by, any collective bargaining agreement, or other Contract with a labor union or labor organization or other representative of employees. (b) Since the Applicable Date, there have been no strikes, lockouts or work stoppages existing or, to the Company’s Knowledge, threatened, with respect to any employees of the Company or any of its Subsidiaries. (c) Since the Applicable Date, there have been no union certification or representation petitions or demands with respect to any employees of the Company or its Subsidiaries and, to the Company’s Knowledge, no union organizing campaign or similar effort is pending or threatened with respect to any employees of the Company or its Subsidiaries. (d) Neither the Company nor any Company Subsidiary of its Subsidiaries is required to provide any notices, or complete consultations or negotiations with, any unions, works councils, labor boards, other employee representatives under any applicable Legal Requirement or a party to or bound by any collective bargaining agreement or other relationship with any labor unionagreement. No unions, works councilcouncils, employee representativelabor boards, or other organization representing, purporting to represent or attempting to represent any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, representatives have objected to the Knowledge of the Company, is anticipated with respect transaction contemplated by this Agreement. (e) Except as would not reasonably be expected to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the CompanyMaterial Adverse Effect, no employee of the Company complaint, charge, grievance, investigation, audit, or Legal Proceeding by or before any Company Subsidiary is in violation Governmental Body brought by or on behalf of any term of any employment Contractemployee, non-disclosure agreementprospective employee, non-competition agreementformer employee, retiree, labor organization, or any other restrictive covenant or legal obligation to a former employer relating to the right representative of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary its employees or relating to the use its employees or employment practices (including charges of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any relating to: unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating failure to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rightspay wages, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. retaliation or any similar employee leave practices) or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary working conditions is required to have, and does not have, any affirmative action plans or programs. There are no pending, pending or to the Knowledge of the Company, threatened material Actions against the Company or any of its Subsidiaries. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Subsidiary by any current or former directorMaterial Adverse Effect, officerthe Company and each of its Subsidiaries are, employee or contractor and since the Applicable Date, have been, in compliance with all applicable Legal Requirements relating to labor and employment, including all such Legal Requirements relating to the engagement of leased employees and independent contractors, non-discrimination, non-retaliation, affirmative action, terms and conditions of employment, collective bargaining, hours of work, wage and hour requirements (including the proper classification of, compensation paid to, and related withholding with respect to employees, leased employees, and independent contractors), overtime pay, immigration, recordkeeping, leaves of absence, WARN Act compliance, reasonable accommodation of disabilities, occupational health and safety requirements, workers’ compensation, payment of employment-related Taxes, and all other employment matters at practices. (g) The Company has provided to Parent a true, correct and complete list of the following information for each employee of the Company and its Subsidiaries, to the extent permissible by Law: name or employee ID, job title, employing entity, date of hire, compensation (including salary, hourly rate, commission, bonus and other incentive compensation as applicable), Fair Labor Standards Act designation (i.e., “exempt” or “non-exempt”, as applicable), work location, visa or other work authorization status, leave status (including nature and expected duration of any leave) and membership in any union, bargaining unit, works council, or labor board. (h) Except as set forth in Section 3.17(h) of the Company SubsidiaryDisclosure Schedule, all employees of the Company and its Subsidiaries are employed by entities located in the country in which the employee’s primary services are provided.

Labor and Employment Matters. Neither the Company nor any Company Subsidiary is a party to or bound by any (a) No collective bargaining agreement (or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of the foreign equivalent thereof) exists that is binding on the Company or any of the Company Subsidiary. There is no ongoing strikeSubsidiaries and, slowdownexcept as described on SCHEDULE 3.19, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, 1998 no such dispute petition has occurred, been threatened, filed or proceedings instituted by an employee or group of employees with any labor relations board seeking recognition of a bargaining representative. SCHEDULE 3.19 describes any organizational effort currently being made or, to the Knowledge of the CompanySeller, is anticipated with respect threatened by or on behalf of any labor union to organize any employee (or employee representative) employees of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and of the Company Subsidiaries, taken . (b) Except as a wholeset forth on SCHEDULE 3.19, (i) there are is no labor disputes currently subject to any grievance procedure strike, dispute, slow down or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no stoppage pending or, to the Knowledge of the CompanySeller, threatened against or reasonably anticipated union representation demandsdirectly affecting the Business, petitions(ii) no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is pending; and (iii) the Company and the Company Subsidiaries have not received any notice and Seller does not have Knowledge of any threatened labor dispute, controversy or elections grievance or any other unfair labor practice proceeding or breach of contract claim or action with respect to claims of, or obligations to, any employee or group of employees of the Company or any of the Company Subsidiaries. To the Knowledge of the Company. (c) Except as set forth on SCHEDULE 3.19, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The 1998 neither the Company and nor or any of the Company Subsidiaries arehas received any citation or other notification for the violation of occupational and health safety laws or regulations. (d) All individuals who are performing or, and since December 31, 2008 1998, have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, performed services for the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. Company or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete Subsidiaries and correct list by name, date, site of employment, and reason for termination of those individuals terminated are or were classified by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge Subsidiaries as "independent contractors" qualify for such classification under Section 530 of the CompanyRevenue Act of 1978, threatened material Actions against as amended by Section 1706 of the Company or any Company Subsidiary by any current or former directorTax Reform Act of 1986, officeras applicable, employee or contractor relating to employment matters at except for such instances which are not, in the Company or any Company Subsidiaryaggregate, material.

Labor and Employment Matters. Neither (a) Except as set forth ---------------------------- in Section 4.11 of the Disclosure Schedule, (i) there is no Action, nor any controversies pending or, to the knowledge of the Company, threatened (and nor are there any circumstances likely to give rise thereto) between the Company or any Subsidiary and any of their respective employees or former employees (or their representatives) that would have a Material Adverse Effect; (ii) neither the Company nor any Company Subsidiary is a party to any procedural, recognition or bound by any collective bargaining agreement or other relationship labor union contract applicable to persons employed by the Company or any Subsidiary, nor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees; (iii) neither the Company nor any Subsidiary has 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 Subsidiary under any such agreement or contract; (iv) there are no unfair labor union, works council, employee representative, practice complaints pending against the Company or any Subsidiary before the National Labor Relations Board (or any other organization representing, purporting to represent relevant authority) or attempting to represent any employee current union representation questions involving employees of the Company or any Company Subsidiary. There ; and (v) there is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, stoppage or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatenedlockout, or, to the Knowledge knowledge of the Company, is anticipated threat thereof, by or with respect to any employee (or employee representative) employees of the Company or any Company Subsidiary. Except for matters that, individually or The consent and/or consultation of the labor unions which are a party to the collective bargaining agreements listed in Section 4.11 of the aggregate, have Disclosure Schedule is not had and would not reasonably be expected required to have a material impact on consummate the Transactions. (b) The Company and the Company SubsidiariesSubsidiaries are in compliance with all applicable laws relating to the employment of labor (including former labor), taken as a wholeincluding, (i) there are no labor disputes currently subject without limitation, those related to any grievance procedure or arbitration under any wages, hours, immigration, collective bargaining agreement, and (ii) the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to Knowledge of the Company, no employee appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from current and former employees of the Company or any Company Subsidiary is in violation and are not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008foregoing. The Company and the Company Subsidiaries arehave paid in full to all current and former employees or adequately accrued for in accordance with GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and since December 31, 2008 have been, in compliance in all material respects other compensation due to or on behalf of such employees and there is no claim with all applicable Laws relating respect to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by namewages, date, site of employment, and reason for termination of those individuals terminated salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any persons currently or formerly employed by the Company or any Company Subsidiary during the 90-day period prior to the date of this AgreementSubsidiary. Neither the Company nor any Company Subsidiary is required to havea party to, and does not haveor otherwise bound by, any affirmative action plans consent decree with, or programscitation by, any Governmental Authority relating to employees or employment practices. There is no inquiry, investigation or charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or threatened (and nor are no pending, or there any circumstances likely to give rise thereto) with respect to the Knowledge Company or any Subsidary. There is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the knowledge of the Company, threatened material Actions against (and nor are there any circumstances likely to give rise thereto) before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Company or any Company Subsidiary by have employed or employ any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiaryperson.

Labor and Employment Matters. Neither (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and its Subsidiaries are in compliance with all federal, state, and foreign Applicable Laws respecting employment and employment practices and wages and hours, including, to the extent applicable, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act, as amended, and state anti-discrimination laws and (ii) there are no arrearages in the payment of wages. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, as of the date hereof, (A) the Company is not involved in any audits or investigations pending or scheduled by any Governmental Authority pertaining to the employment practices of the Company and (B) no written complaints relating to employment practices of the Company are pending before any Governmental Authority. (b) Except as set forth on Part 4.17(b) of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company Subsidiary is a party to to, or otherwise bound by by, any collective bargaining agreement, contract or other agreement or other understanding or relationship with any a labor unionunion or labor organization (collectively, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee “Union Agreements”). except for national collective agreements outside of the Company or any Company SubsidiaryUnited States in the ordinary course of business. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor disputeAs of the date hereof, and since December 31, 2008, no such dispute has occurred, been threatened, orduring the one year period prior to the date hereof, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened Company is or reasonably anticipated union representation demands, petitions, or elections with respect has been subject to any employee of charge, demand, petition or representation Proceeding seeking to compel, require or demand it to bargain with any labor union or labor organization nor is there or has there been pending or threatened in writing, any material labor strike or lockout involving the Company or any Company Subsidiaries. To the Knowledge Subsidiary of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiary.

Labor and Employment Matters. (a) Neither the Company nor any Company Subsidiary of its subsidiaries is a party to to, or bound by by, any collective bargaining agreement agreements or other relationship understandings with any labor unionunions or labor organizations. There is no (i) unfair labor practice, works councillabor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, employee representativeto the knowledge of the Company, threatened against the Company or other organization representingany of its subsidiaries relating to their businesses, purporting (ii) activity or proceeding by a labor union or representative thereof to represent or attempting the knowledge of the Company to represent organize any employee employees of the Company or any Company Subsidiary. There is no ongoing strikeof its subsidiaries, slowdownor (iii) lockouts, picketingstrikes, slowdowns, work stoppage, walkout, concerted refusal stoppages or threats thereof by or with respect to work overtime, or other material labor disputesuch employees, and since December 31during the last three years there has not been any such action. (b) There are no complaints, 2008, no such dispute has occurred, been threatened, charges or claims against the Company or its subsidiaries pending or, to the Knowledge knowledge of the Company, is anticipated threatened to be brought or filed with respect any Governmental Entity based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee individual by the Company or its subsidiaries that, if individually or collectively resolved against the Company or its subsidiaries, would have a Company Material Adverse Effect. (or employee representativec) Each of the Company or any Company Subsidiary. Except and its subsidiaries is in compliance with all Laws regarding employment practices, terms and conditions of employment and wages, except for matters such noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on Company Material Adverse Effect. (d) During the Company and the Company Subsidiaries, taken last five years there has been no “mass layoff” or “plant closing” as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed defined by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law Act of 1988 (the “”WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 ) in respect of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreementits subsidiaries. Neither the Company nor any Company Subsidiary of its subsidiaries has been affected by any transactions or engaged in layoffs or employment terminations sufficient in number to trigger application of any state, local or foreign Law or regulation which is required to have, and does not have, any affirmative action plans or programs. There are no pending, or similar to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company SubsidiaryWARN Act.

Labor and Employment Matters. Neither (a) Except as set forth in Section 4.11(a) of the Company nor any Company Subsidiary is a party Disclosure Schedule, (i) there are no controversies, lawsuits, actions, grievances, investigations or charges pending or, to or bound by any collective bargaining agreement or other relationship with any labor unionthe knowledge of the Company, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of threatened between the Company or any Company Subsidiary. There is no ongoing strikeSubsidiary and any of their respective employees, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters thatwhich, individually or in the aggregate, have not had and would not reasonably be expected to prevent or materially delay consummation of the Offer or the Merger or otherwise would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement or would reasonably be expected to have a material impact on Material Adverse Effect; (ii) neither the Company nor any Subsidiary is a party to any collective bargaining agreement or other Contract with a labor union applicable to persons employed by the Company or any Subsidiary, nor, to the knowledge of the Company, are there currently any activities or proceedings of any labor union to organize any such employees nor have there been any such activities for the past five (5) years; (iii) to the knowledge of the Company, neither the Company nor any Subsidiary has 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 Subsidiary under any such collective bargaining agreement or Contract; (iv) to the knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary before the National Labor Relations Board or any current union representation questions involving employees of the Company or any Subsidiary; and (v) there is no strike, slowdown, work stoppage or lockout, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the Company or any Subsidiary nor has there been any such occurrence for the past five (5) years. (b) The Company and the Subsidiaries are in material compliance with all applicable laws relating to the employment of labor, including those related to wages, hours, collective bargaining, discrimination, plant closures, layoffs and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority. The Company Subsidiariesand the Subsidiaries have paid in full to all employees or adequately accrued for in accordance with GAAP consistently applied all wages, taken as a wholesalaries, (i) commissions, bonuses, benefits and other compensation due to or on behalf of such employees and there are is no labor disputes currently subject claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any grievance procedure persons currently or arbitration under formerly employed by the Company or any collective bargaining agreementSubsidiary. Neither the Company nor any Subsidiary is a party to, and (ii) or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to Knowledge employees or employment practices. To the knowledge of the Company, there is no charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or threatened with respect to the Company. Except as set forth in Section 4.11(b) of the Disclosure Schedule, to the knowledge of the Company, there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Company or any Subsidiary have employed or employ any person. (c) The Company and its Subsidiaries are and have been in compliance with all notice and other requirements of the Worker Adjustment and Retaining Notification Act (the “WARN Act”) and any similar state or local statute. Except as set forth in Section 4.11(c) of the Disclosure Schedule, no employee of the Company or any Company Subsidiary is its Subsidiaries has suffered an “employment loss” (as defined in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary ) during the 90-day ninety (90)-day period prior to the date execution of this Agreement. Neither ; provided however, that the Company nor any Company Subsidiary is required will update this disclosure as necessary to have, and does not have, any affirmative action plans or programs. There are no pending, or reflect all “employment losses” in the ninety (90)-day period prior to the Knowledge of the CompanyEffective Time, threatened material Actions against the Company or any Company Subsidiary other than “employment losses” caused by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company SubsidiaryPurchaser.

Labor and Employment Matters. (a) Neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting applicable to represent or attempting to represent any employee of persons employed by the Company or any Company Subsidiaryof its Subsidiaries. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge As of the Company, is anticipated with respect to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a wholedate hereof, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee each of the Company or any Company Subsidiary and its Subsidiaries is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws of the PRC relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safetytermination, wages and hourshours and social security, civil rightsin each case, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 with respect to each of the Company Disclosure Schedule contains a complete and correct list by name, date, site employees of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither its Subsidiaries (including those on layoff, disability or leave of absence, whether paid or unpaid); (ii) neither the Company nor any Company Subsidiary of its Subsidiaries is required liable for any material payment to haveany trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits for its employees; and does not have, any affirmative action plans or programs. There (iii) there are no pending, or to the Knowledge of the Company, threatened material Actions unfair labor practice complaints pending against the Company or any of its Subsidiaries before any Governmental Authority. (b) Except as would not reasonably be expected to have, individually or aggregate, a Company Subsidiary by any current or former directorMaterial Adverse Effect, officer, employee or contractor (i) the Company and its Subsidiaries are currently in compliance in all respects with all applicable Laws of the PRC relating to the employment matters at of labor, including those related to wages, hours, collective bargaining and the payment and withholding of Taxes, and (ii) there is no charge of discrimination in employment or employment practices, for any reason, including, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries before any Governmental Authority in any jurisdiction in which the Company Subsidiaryor any of its Subsidiaries has employed or currently employs any Person.

Labor and Employment Matters. Neither (a) Except as set forth in Schedule 3.14 hereto, since January 1, 1998, neither the Company nor any Company Subsidiary is of its Subsidiaries has been a party to or bound by any collective bargaining agreement or other relationship labor agreement with any union or labor unionorganization and there has not, works councilto the knowledge of the Company, been any activity or proceeding of any labor organization or employee representativegroup to organize any such employees. Except as set forth in Schedule 3.14; (i) there are no unfair labor practice charges or complaints against the Company or any of its Subsidiaries pending before the National Labor Relations Board; (ii) there are no labor strikes, slowdowns or other organization representing, purporting stoppages actually pending or threatened against or affecting the Company or any of its Subsidiaries; (iii) there are no representation claims or petitions pending before the National Labor Relations Board and there are no questions concerning representation with respect to represent or attempting to represent any employee the employees of the Company or any Company Subsidiary. There is its Subsidiaries; and (iv) there are no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, grievance or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of the Company, is anticipated with respect to any employee (or employee representative) of pending arbitration proceedings against the Company or any Company Subsidiary. Except for matters thatof its Subsidiaries that arose out of or under any collective bargaining agreement that would have, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken Material Adverse Effect. (b) Except as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreement, and (ii) to Knowledge of the Company, no employee of the Company or any Company Subsidiary is set forth in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) monthsSchedule 3.14, neither the Company nor any Company Subsidiary of its Subsidiaries has engaged effectuated (i) a "plant closing" (as defined in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law Act (the “"WARN Act”"), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, ) affecting any site of employment, and reason for termination employment or one or more facilities or operating units within any site of those individuals terminated by employment or facility of the Company or any Company Subsidiary during of its Subsidiaries or (ii) a "mass layoff" (as defined in the 90-day period prior to the date of this Agreement. Neither the Company WARN Act), nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against has the Company or any Company Subsidiary of its Subsidiaries been affected by any current transaction or former directorengaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, officerlocal or foreign law or regulation that could result in a Company Material Adverse Effect. (c) Except as set forth in Schedule 3.14(c), employee there are no employment contracts or contractor relating to employment matters at severance agreements with any employees of the Company or any Company Subsidiaryof its Subsidiaries.

Labor and Employment Matters. (a) Neither the Company nor any Company Subsidiary is of its Subsidiaries are a party to or bound by any collective bargaining contract, collective labor agreement or other relationship contract or arrangement with any a labor union, works council, employee representative, trade union or other organization representing, purporting to represent or attempting to represent involving any employee of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatenedits employees, or, except for Company Plans listed in Schedule 5.16(a), is otherwise required (under any legal requirement, under any contract or otherwise) to provide benefits or working conditions beyond the Knowledge minimum benefits and working conditions required by law to be provided pursuant to rules and regulations of any jurisdiction in which the Company and its subsidiaries have employees, and the Company has not been officially informed in writing that any petition has been filed or proceeding instituted by an employee or group of employees of the Company, is anticipated or any of its Subsidiaries, with respect to any employee Governmental Body seeking recognition of a bargaining representative. Except as set forth in Schedule 5.16(f)(i), (f)(ii) or employee representative) of (g), neither the Company nor any of its Subsidiaries have or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to any grievance procedure or arbitration under any collective bargaining agreementto, and (ii) to Knowledge of the Company, no employee of the Company or any of its Subsidiaries benefits from, any extension order or any contract or arrangement with respect to termination of employment. All of the employees of the Company Subsidiary and its subsidiaries are "at will" employees subject to the termination notice provisions included in employment agreements or applicable Law. (A) To the Company's Knowledge, there is no labor strike, dispute, slow down or stoppage pending or threatened against the Company or any of its Subsidiaries; (B) neither the Company nor any of its subsidiaries has received in violation the last twenty-four (24) months any written demand letters, civil rights charges, suits or drafts of suits with respect to claims made by or on behalf of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation their respective employees which would be reasonably expected to have a former employer relating Company Material Adverse Effect; and (C) to the right Company's Knowledge, there are no pending claims, civil rights charges, suits or drafts of any such employee suits with respect to be employed claims made by or to perform currently-assigned or reasonably-anticipated duties for on behalf of its employees. (c) All amounts that the Company or any Company Subsidiary is legally or relating contractually required either (A) to the use of trade secrets deduct from its employees' salaries or proprietary information of others. Within the past six to transfer to such employees' pension or provident, life insurance, incapacity insurance, continuing education fund or other similar fund as required by any Company Plan, or (6B) monthsto withhold from their employees' salaries and pay to any Governmental Body as required by applicable Laws have, in each case, been duly deducted, transferred, withheld and paid, and neither the Company nor any of its Subsidiaries has any outstanding obligation to make any such deduction, transfer, withholding or payment. (d) The Company Subsidiary has engaged in is not liable for any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, material payment to the Knowledge of the Company, threatened any trust or reasonably anticipated union representation demands, petitions, other fund or elections to any Governmental Body with respect to any employee unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the Ordinary Course of Business). (e) The Company and its Subsidiaries are in compliance with all Laws and regulations pertaining to the Company or any Company Subsidiaries. To payment of wages and overtime and with all Laws and Orders relating to the Knowledge employment of labor, except for such non-compliance as will not be material to the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, taken as a whole. (f) Schedule 5.17(f)(i) contains a true and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 complete list as of the date hereof of the employees employed by the Company Disclosure Schedule contains and its Subsidiaries, indicating the title of any agreements concerning such employees and a complete listing of the rate of all current salary and correct list by name, date, site of employment, and reason for termination of those individuals terminated bonuses payable by the Company or any its Subsidiaries to each such employee. The Company Subsidiary during the 90has made available to Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-day period prior to the date competition agreement entered into with an employee or service provider of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary its Subsidiaries. Except as set forth on Schedule 5.17(f)(ii), each such consulting agreement entered into by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiaryis substantially in the standard form of consulting agreement previously provided to Parent.

Labor and Employment Matters. Neither (a) All non-standard employment and consulting contracts or agreements to which the Company nor or any Company Subsidiary is a party party, except those that would not be material to the Company and the Company Subsidiaries taken as a whole, with respect to which the Company or bound by any collective bargaining agreement Company Subsidiary has any severance (other than what is required under applicable Law) and/or change in control obligations (and, for the avoidance of doubt, excluding contracts or other relationship with agreements that can be terminated at any labor uniontime without severance or termination pay or upon notice of not more than sixty (60) days), works councilhave been made available to Cartesian (collectively, employee representativethe “Company Service Agreements”) and set forth on Section 4.11(a) of the Company Disclosure Schedule. (b) As of the date hereof and during the past three (3) years, except as would not be material to the Company and the Company Subsidiaries taken as a whole, all compensation, including wages, commissions, bonuses and fees due and payable to all current employees, independent contractors or other organization representing, purporting to represent or attempting to represent any employee consultants of the Company or any Company Subsidiary. Subsidiary for services performed on or prior to the date hereof have been paid in full (or accrued in full in the Company’s financial statements). (i) There is are no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, Actions pending or, to the Knowledge knowledge of the Company, is anticipated with respect to any employee (or employee representative) of threatened against the Company or any Company Subsidiary. Except for matters thatSubsidiary by any of their respective current or former employees, individually or in the aggregate, have not had and which Actions would not reasonably be expected material to have a material impact on the Company and the Company Subsidiaries, taken as a whole; (ii) neither the Company nor any Company Subsidiary is, nor has been in the past three (i3) there are no labor disputes currently subject to any grievance procedure years, a party to, bound by, or arbitration under negotiating any collective bargaining agreement, work rules or practices, or any other labor-related agreement, arrangement or contract with a labor union, trade union, works council or labor organization applicable to persons employed by the Company or any Company Subsidiary, nor, has any labor union, trade union, labor organization or group of employees of the Company or any Company Subsidiary made a pending demand (in writing) for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with any labor relations tribunal or authority; (iii) to the knowledge of the Company, there are not any formal proceedings of any labor union to organize any such employees; (iv) no employee request has been received under the UK Information and Consultation of Employees Regulations 2004 in the past three (3) years; and (v) in the past three (3) years, there has not been any strike, material 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 Company or any Company Subsidiary. (d) (i) The Company and the Company Subsidiaries are and during the past three (3) years have been in compliance in all material respects with all applicable Laws relating to the employment, employment practices, employment discrimination, terms and conditions of employment, mass layoffs and plant closings, the UK Employment Rights Act 1996, the UK Trade Union and Labour Relations (Consolidation) Act 1992, immigration, the UK Working Time Regulations 1998 including meal and rest breaks, the UK National Minimum Wage Regulations 2015, pay equity, workers’ compensation, family and medical leave, and occupational safety and health requirements, including those related to wages, hours, and collective bargaining; (ii) the Company has performed all obligations and duties it is required to Knowledge perform in all material respects and whether arising under contract, statute, at common law or in equity or under an treaties including the EC Treaty or the Treaty on the Functioning of the European Union or Laws of the European Union or any equivalent provision of state, local or foreign Law; (iii) to the knowledge of the Company, no employee of the Company has been or is being investigated in connection with any unlawful misconduct, nor subject to any material disciplinary action in connection with such misconduct, that could reasonably be expected to cause any material damage to the reputation or business of the Company or the Company Subsidiaries; and (iv) to the knowledge of the Company, no employee of the Company or the Company Subsidiaries has engaged in any conduct or cover-up of such conduct, or aided or assisted any other person or entity to engage in any conduct that could cause or has caused material damage to the reputation or business of the Company or the Company Subsidiaries or their employees, including but not limited to any conduct constituting sexual misconduct, unlawful harassment (including sexual harassment), discrimination or retaliation. (e) Except as would not be material to the Company and the Company Subsidiaries taken as a whole, in the past three (3) years, holiday pay for periods of holiday taken by all applicable employees and workers and former employees and workers of the Company and the Company Subsidiaries in the UK under regulation 13 of the Working Time Regulations 1998 (SI 1998/1833), to the extent required, has been calculated in accordance with the Directive 2003/88/EC of the European Parliament and of the Council of 4 November 2003 concerning certain aspects of the organization of working time. (f) Except as would not be material to the Company and the Company Subsidiaries taken as a whole, there are no, and in the past three (3) years, there have been no, pending, or to the knowledge of the Company, threatened lawsuits, arbitrations, administrative charges, controversies, grievances or claims by any employee, independent contractor, former employee, or former independent contractor of the Company or any Company Subsidiary before any Governmental Authority or arbitration board or panel relating to any employment matters. (g) Except as would not be material to the Company and the Company Subsidiaries taken as a whole, during the past three (3) years, each of the Company and the Company Subsidiaries: (i) has taken reasonable steps to properly classify and treat all of their employees as “exempt” or “nonexempt” from overtime requirements under applicable Law; (ii) has maintained legally adequate records regarding the service of all of their employees, including, where required by applicable Law, records of hours worked; (iii) is not delinquent in any material payments to, or on behalf of, any current or former employees or independent contractors for any services or amounts required to be reimbursed or otherwise paid; (iv) has not taken any action which could in the future result in a penalty or fine being imposed for a breach of off-payroll working legislation; and (v) is not, to the Company’s knowledge, liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for any current or former independent contractors or employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). (h) To the knowledge of the Company, except as would not be material to the Company and the Company Subsidiaries taken as a whole, (i) no employee or independent contractor of the Company or any Company Subsidiary is in violation of any term of any employment Contractcontract, consulting contract, non-disclosure agreement, non-competition agreement, non-solicitation agreement or any other restrictive covenant proprietary information agreement or legal obligation to a former employer relating to Intellectual Property agreement; and (ii) the right continued employment by the Company and the Company Subsidiaries of their respective employees, and the performance of the contracts with the Company and the Company Subsidiaries by their respective independent contractors, will not result in any such violation. Neither the Company nor any of the Company Subsidiaries has received any written notice alleging that any such violation has occurred in the past three (3) years. (i) No employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for independent contractor of the Company or any Company Subsidiary is or relating has been a U.S. person (as defined in Regulation S). No employee or other individual is or has been offered the opportunity or has agreed to the use of trade secrets or proprietary information of others. Within the past six become, an employee shareholder (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of the Company or any Company Subsidiaries. To the Knowledge of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities have occurred since December 31, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”section 205A Employment Rights Act 1996), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 of the Company Disclosure Schedule contains a complete and correct list by name, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiary.

Labor and Employment Matters. Neither (a) Except to the extent set forth in Section 3.15(a) of the Company Disclosure Schedule: (i) there is no material labor strike, dispute, slowdown, stoppage or lockout actually pending, or to the knowledge of the Company, threatened, against or affecting the Company or any of its Subsidiaries, and since inception there has not been any such action; (ii) no union claims to represent the employees of the Company or any of its Subsidiaries; (iii) neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement or other relationship with any labor union, works council, employee representativeorganization, or other work rules or practices agreed to with any labor organization representing, purporting or employee association applicable to represent or attempting to represent any employee employees of the Company or any Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, been threatened, or, to the Knowledge of its Subsidiaries; (iv) none of the Company, is anticipated with respect to any employee (or employee representative) employees of the Company or any Company Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company of its Subsidiaries is represented by any labor organization and the Company Subsidiaries, taken as a whole, (i) there are no labor disputes currently subject to does not have any grievance procedure or arbitration under knowledge of any collective bargaining agreement, and (ii) to Knowledge of material current union organizing activities among the Company, no employee employees of the Company or any Company Subsidiary is in violation of its Subsidiaries, nor does any term of any employment Contractquestion concerning representation exist concerning such employees; (v) there are no material written personnel policies, non-disclosure agreement, non-competition agreement, rules or any other restrictive covenant or legal obligation to a former employer relating procedures generally applicable to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated union representation demands, petitions, or elections with respect to any employee employees of the Company or any Company of its Subsidiaries. To the Knowledge , other than those set forth in Section 3.15(a) of the CompanyCompany Disclosure Schedule, there are no other ongoing true and correct copies of which have heretofore been delivered or threatened union organization activities with respect made available or will be made available to any such employee and no such union organization activities have occurred since December 31, 2008. The Investors; (vi) the Company and the Company each of its Subsidiaries are, and since December 31, 2008 have at all times been, in compliance in all material respects with all applicable Laws relating to laws respecting employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safetywages, wages hours of work and hoursoccupational safety and health, civil rightsand the Company and each of its Subsidiaries are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, discriminationordinance or regulation; (vii) there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending or, immigrationto the knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency; (viii) there is no material grievance arising out of any collective bargainingbargaining agreement or other grievance procedure against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened; (ix) to the knowledge of the Company, no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other federal, state, local or foreign agency responsible for the prevention of unlawful employment practices; (x) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and, to the knowledge of the Company, no such investigation is in progress; and (xi) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract or employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (b) Since inception neither the Company nor any of its Subsidiaries has effectuated (i) a "plant closing" (as defined in the Worker Adjustment and Retraining Notification Act (the "WARN Act, 29 U.S.C. § 2109 et seq. ")) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any similar of its Subsidiaries; or related Law (ii) a "mass layoff" (as defined in the “WARN Act”), and ) affecting any site of employment or facility of the withholding and payment Company or any of social security and other employment-related Taxesits Subsidiaries; nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 5.9 3.15(b) of the Company Disclosure Schedule contains a complete and correct list by nameSchedule, date, site none of employment, and reason for termination of those individuals terminated by the Company Company's or any Company Subsidiary during of its Subsidiaries' employees has suffered an "employment loss" (as defined in the 90-day period WARN Act) since six (6) months prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to employment matters at the Company or any Company Subsidiary.

Labor and Employment Matters. Neither (a) Except as listed in Section 4.17(a) of the Company Disclosure Schedule, the Company and each of its Subsidiaries are, and since January 1, 2016 have been, in material compliance with all federal, state, and foreign Applicable Laws respecting employment and employment practices, terms and conditions of employment, collective bargaining, and wages and hours, including, to the extent applicable, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act, as amended, state anti-discrimination laws and other than normal accruals of wages during regular payroll cycles, there are no arrearages in the payment of wages except for possible violations or arrearages, which, individually or in the aggregate, are not and would not be, individually or in the aggregate, material in magnitude. Since January 1, 2016, (i) neither the Company nor any Company Subsidiary is a party of its Subsidiaries has received notice of any Proceedings pending, scheduled or threatened (in writing) by or before any Governmental Authority pertaining to or bound by any collective bargaining agreement or other relationship with any labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee the employment practices of the Company or any and (ii) no written complaints relating to employment practices of the Company Subsidiary. There is no ongoing strike, slowdown, picketing, work stoppage, walkout, concerted refusal to work overtime, or other material labor dispute, and since December 31, 2008, no such dispute has occurred, have been threatened, received by the Company or, to the Knowledge of the Company, is anticipated with respect made to any employee (or employee representative) of the Company or any Company Subsidiary. Except for matters thatGovernmental Authority, individually or in the aggregate, have not had case of each clause (i) and (ii) that would not reasonably be expected to have a be material impact on to the Company and the Company its Subsidiaries, taken as a whole. (b) Except as listed in Section 4.17(b) of the Company Disclosure Schedule, (i) there are no neither the Company nor any Subsidiary of the Company is a party to, or otherwise bound by, any collective bargaining agreement or relationship or other agreement or understanding with a labor disputes currently union, works council or other labor organization. Neither the Company nor any Subsidiary of the Company is, or has been since January 1, 2016, subject to any grievance procedure charge, demand, petition or arbitration under representation proceeding seeking to compel, require or demand it to bargain with any collective bargaining agreement, and (ii) to labor union or labor organization. To the Knowledge of the Company, no employee union organizing activities are underway or threatened with respect to employees of the Company or any Company Subsidiary is in violation of any term of any employment Contractits Subsidiaries and no such activities have occurred since January 1, non-disclosure agreement, non-competition agreement, or any other restrictive covenant or legal obligation to a former employer relating to the right of any such employee to be employed by or to perform currently-assigned or reasonably-anticipated duties for the Company or any Company Subsidiary or relating to the use of trade secrets or proprietary information of others. Within the past six (6) months, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act2016. There are no pending or, to the Knowledge of the Company, threatened labor strikes, walkouts, slowdowns, lockouts or reasonably anticipated union representation demands, petitions, or elections with respect to any employee of other material labor disputes involving the Company or any Company Subsidiaries. To the Knowledge Subsidiary of the Company, there are no other ongoing or threatened union organization activities with respect to any such employee and no such union organization activities disputes have occurred since December 31January 1, 2008. The Company and the Company Subsidiaries are, and since December 31, 2008 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law 2016. (the “WARN Act”), and the withholding and payment of social security and other employment-related Taxes. Section 5.9 c) As of the Company Disclosure Schedule contains a complete and correct list by namedate hereof, date, site of employment, and reason for termination of those individuals terminated by the Company or any Company Subsidiary during the 90-day period prior to the date of this Agreement. Neither the Company nor any Company Subsidiary is required to have, and does not have, any affirmative action plans or programs. There are no pending, or to the Knowledge of the Company, threatened material Actions against no senior employee (including any “C’ suite employee) has notified the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating in writing that such individual intends to cease employment matters at with the Company (whether as a result of the Merger or any Company Subsidiaryotherwise).