Common use of Employment and Labor Matters Clause in Contracts

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, a party to or bound by any collective bargaining agreement, labor union contract or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization with respect to the Company or any of its Subsidiaries. To the knowledge of the Company, there are, and for the past three years have been, no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation Laws.

Employment and Labor Matters. Neither As of the Company date hereof, no Linn Party nor any of its Subsidiaries is, or since December 31, 2018 2009 has been, a party to or bound by any collective bargaining agreement, labor union contract or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization for purposes of collective bargaining with respect to the Company any Linn Party or any of its Subsidiaries. To the knowledge of the CompanyLinn Parties, as of the date hereof, there are, and for the past three years have been, are no activities or proceedings of any labor or trade union to organize any employees of the Company any Linn Party or any of its Subsidiaries. No As of the date hereof, no Collective Bargaining Agreement is being negotiated by any Linn Party or, to the Company or knowledge of the Linn Parties, any of its their respective Subsidiaries. There isAs of the date hereof, and for the past three years has been, there is no strike, lockout, slowdown slowdown, or work stoppage against the Company any Linn Party or any of its Subsidiaries pending or, to the Company’s knowledgeknowledge of the Linn Parties, threatened, that may interfere in any material respect with the respective business activities of any Linn Party and its Subsidiaries taken as a whole. Except as would not have, individually or in the Company or any of its Subsidiaries. There aggregate, a Linn Party Material Adverse Effect, there is no pending, or to the knowledge of the Company, threatened pending charge or complaint against the Company any Linn Party or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company Linn Parties and its their Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Linn Party Material Adverse Effect, for the past three years, the Company Linn Parties and its their Subsidiaries have complied with all laws applicable Laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, including classification of employees), immigration ) and other laws applicable Laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Linn Party Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts due or owing by the Company or any of its Subsidiaries Linn Party pursuant to any workplace safety and insurance or insurance/workers’ compensation Laws.

Employment and Labor Matters. Neither the Company Except as set forth on Schedule 5.1(s), (A) there are no material claims or Actions pending or, to Sellers' Knowledge, threatened between Republic or any of its Subsidiaries and any of their respective employees; (B) neither Republic nor any of its Subsidiaries is, or since December 31, 2018 has been, is a party to or bound by any collective bargaining agreement, agreement or other labor union contract or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented applicable to Persons employed by a labor organization with respect to the Company Republic or any of its Subsidiaries. To the knowledge of the Company, such Subsidiary; (C) there are, and for the past three years have been, are no activities unfair labor practice complaints pending or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage Sellers' Knowledge threatened against the Company Republic or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entitysimilar state or foreign agency or any current union representation questions involving employees of Republic or any of its Subsidiaries; (D) there are no union claims to represent the employees of the Business; (E) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure; (F) there are no concerted strikes slowdowns, work stoppages or lockouts by or with respect to any group of employees of Republic or any of its Subsidiaries and during the past five years there has not been any such action; (G) there is not any organizational effort presently being made or, to Sellers' Knowledge, threatened involving any of Republic's or its Subsidiaries' employees; (H) Republic and each of its Subsidiaries are, and none of the Company and its Subsidiaries are a partyhave at all times been, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity in material compliance with all applicable Laws relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification provisions thereof relating to terms and conditions of employees)employment, immigration wages, hours of work, occupational safety and health, collective bargaining, the payment of social security and other laws payroll or similar taxes, equal employment opportunity, employment discrimination or harassment, and are not engaged in respect any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (I) to Sellers' Knowledge, neither Republic nor any of its Subsidiaries is liable for any arrears of wages or penalties for failure to comply with any of the foregoing; (J) Sellers have not received notice of the intent of any reduction federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to Sellers and, to Sellers' Knowledge, no such investigation is in forceprogress; and (K) there are no complaints, including without limitationlawsuits or other proceedings pending or, noticeto Sellers' Knowledge, information and consultation requirementsthreatened in any forum by or on behalf of any present or former employee of Republic or any Subsidiary of Republic, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract for employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. Except as would not reasonably be expected to have, individually or set forth in the aggregate, a Company Material Adverse EffectSchedule 5.1(s), there are no outstanding assessments, penalties, fines, Liens, charges, surcharges employment contracts or other amounts due or owing by the Company severance agreements with any employee of Republic or any Subsidiary of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation LawsRepublic.

Employment and Labor Matters. None of the employees of Republic or any of the Republic Subsidiaries is represented in his or her capacity as an employee of Republic or any of the Republic Subsidiaries by any labor organization. Neither the Company Republic nor any of its the Republic Subsidiaries ishas recognized any labor organization, or since December 31, 2018 nor has been, a party to or bound by any labor organization been elected as the collective bargaining agreement, labor union contract or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization with respect to the Company agent of any employees of Republic or any of its the Republic Subsidiaries. To the knowledge , nor has Republic or any of the Company, there are, and for the past three years have been, no activities or proceedings of Republic Subsidiaries entered into any agreement recognizing any labor or trade union to organize organization as the bargaining agent of any employees of the Company Republic or any of its the Republic Subsidiaries. No Collective Bargaining Agreement Neither Republic nor any Republic Subsidiary has entered into or is being negotiated by in the Company process of negotiating any neutrality agreement or agreement with similar effect with any labor organization. There is no union organization activity involving any of the employees of Republic or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Republic Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities Knowledge of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the CompanyRepublic, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to havethat, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as has had or would not reasonably be expected to havehave a Material Adverse Effect on Republic. There is no picketing pending or, to the Knowledge of Republic, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor disputes involving any of the employees of Republic or any of the Republic Subsidiaries pending or, to the Knowledge of Republic, threatened that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect, there Effect on Republic. There are no outstanding assessmentscomplaints, penalties, fines, Liens, charges, surcharges charges or other amounts due or owing by the Company claims against Republic or any of its the Republic Subsidiaries pursuant pending or, to the Knowledge of Republic, threatened that could be brought or filed with any workplace Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment Laws or to the employment or termination of employment or failure to employ by Republic or any of the Republic Subsidiaries, of any individual that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Republic. Except for those matters that, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect on Republic, Republic and the Republic Subsidiaries are in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN Act, collective bargaining, discrimination, civil rights, safety and insurance or health, whistleblower statutes, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. Since December 31, 2005, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act or similar state or local Laws) with respect to Republic or any of the Republic Subsidiaries.

Employment and Labor Matters. Neither Except as set forth in Schedule 3.15 or, other than with respect to clause (iii) below, except as would not, individually or in the Company aggregate, reasonably be expected to have a Material Adverse Effect, (i) there are no suits, actions, investigations, proceedings, charges, grievances or attorney demand letters, pending or, to the Knowledge of Seller, Threatened, involving any Longhorn Entity and any Longhorn Employee or former Longhorn employee, (ii) there is no labor strike, slowdown, stoppage, lockout or labor dispute pending, affecting or, to the Knowledge of Seller, Threatened, against any Longhorn Entity, and since January 1, 2010, there has not been any such action, (iii) neither Longhorn nor any of its Subsidiaries is, or since December 31, 2018 has been, is a party to or bound by any collective bargaining agreement, labor union contract or trade legally binding commitment to any labor union agreement (each a “Collective Bargaining Agreement”)or works council applicable to any Longhorn Employee, and no employee is represented by a labor organization with respect and, to the Company or any Knowledge of its Subsidiaries. To the knowledge of the CompanySeller, there are, and for the past three years have been, are no union organizing activities among any Longhorn Employees or proceedings of involving any labor or trade union to organize or represent any employees such Longhorn Employees, (iv) to the Knowledge of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There isSeller, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or neither Longhorn nor any of its Subsidiaries has engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar Law, (v) there are no unfair labor practice charges or other applications or proceedings before a labor relations board or any similar authority currently pending or, to the Company’s knowledgeKnowledge of Seller, threatenedThreatened, that may interfere in involving any material respect with the respective business activities of the Company or Longhorn Entity and any of its Subsidiaries. There is no pendingLonghorn Employee, or to the knowledge of the Company, threatened charge or complaint against the Company or (vi) neither Longhorn nor any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are is a partyparty to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected practices with respect to haveany Longhorn Employees, individually or in the aggregateand (vii) since January 1, a Company Material Adverse Effect2010, for the past three years, the Company and neither Longhorn nor any of its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions has effected (y) a “plant closing” (as defined by the WARN Act) affecting any site of employment and wages and hours (including, without limitation, classification or one or more facilities or operating units within any site of employees), immigration and other laws in respect employment or facility of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by the Company Longhorn or any of its Subsidiaries pursuant in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Longhorn or any of its Subsidiaries in the United States, nor has Longhorn or any of its Subsidiaries in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any workplace similar Law, and (viii) each Longhorn Entity is in compliance with all applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety and insurance or workers’ compensation Lawswith respect to Longhorn Employees.

Employment and Labor Matters. None of the employees of Allied or any of the Allied Subsidiaries is represented in his or her capacity as an employee of Allied or any of the Allied Subsidiaries by any labor organization. Neither the Company Allied nor any of its the Allied Subsidiaries ishas recognized any labor organization, or since December 31, 2018 nor has been, a party to or bound by any labor organization been elected as the collective bargaining agreement, labor union contract or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization with respect to the Company agent of any employees of Allied or any of its the Allied Subsidiaries. To the knowledge , nor has Allied or any of the Company, there are, and for the past three years have been, no activities or proceedings of Allied Subsidiaries entered into any agreement recognizing any labor or trade union to organize organization as the bargaining agent of any employees of the Company Allied or any of its the Allied Subsidiaries. No Collective Bargaining Agreement Neither Allied nor any Allied Subsidiary has entered into or is being negotiated by in the Company process of negotiating any neutrality agreement or agreement with similar effect with any labor organization. There is no union organization activity involving any of the employees of Allied or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Allied Subsidiaries pending or, to the Company’s knowledgeKnowledge of Allied, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to havethat, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as has had or would not reasonably be expected to havehave a Material Adverse Effect on Allied. There is no picketing pending or, to the Knowledge of Allied, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor disputes involving any of the employees of Allied or any of the Allied Subsidiaries pending or, to the Knowledge of Allied, threatened that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect, there Effect on Allied. There are no outstanding assessmentscomplaints, penalties, fines, Liens, charges, surcharges charges or other amounts due or owing by the Company claims against Allied or any of its the Allied Subsidiaries pursuant pending or, to the Knowledge of Allied, threatened that could be brought or filed with any workplace Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to employment Laws or to the employment or termination of employment or failure to employ by Allied or any of the Allied Subsidiaries, of any individual that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Allied. Except for those matters that, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect on Allied, Allied and the Allied Subsidiaries are in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, the WARN Act, collective bargaining, discrimination, civil rights, safety and insurance or health, whistleblower statutes, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. Since December 31, 2005, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act or similar state or local Laws) with respect to Allied or any of the Allied Subsidiaries.

Employment and Labor Matters. Neither the Company Parent nor any of its Subsidiaries isis a party to any Collective Bargaining Agreement with respect to employees of Parent or any of its Subsidiaries (each, an “Parent Employee”) that has had or since December 31could reasonably be expected to have a Parent Material Adverse Effect, 2018 has been, other than those that Parent or any of its Subsidiaries may be deemed to be a party to or bound by any collective bargaining agreement, labor union contract or trade union agreement (each as a “Collective Bargaining Agreement”), and no employee is represented by result of doing business in a labor organization with respect to the Company or any of its Subsidiariesparticular jurisdiction. To the knowledge Parent’s knowledge, as of the Companydate hereof, there are, and for the past three years have been, are no activities or proceedings of any labor or trade union union, staff association or other body to organize any employees of the Company Parent Employee where such activities or any of its Subsidiariesproceedings could reasonably be expected to have a Parent Material Adverse Effect. No material Collective Bargaining Agreement is being negotiated by the Company or Parent or, to Parent’s knowledge, any of its SubsidiariesSubsidiaries with respect to any Parent Employees. There isSince January 1, and for the past three years 2015, there has beenbeen no actual, no strikeor to Parent’s knowledge, lockoutthreatened unfair labor practice charges, slowdown grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or work stoppage other labor disputes against the Company or affecting Parent or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, involving Parent Employees that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to havewould, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect and there are no circumstances which could or might give rise to any such dispute that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent is, for the past three yearsand has been, the Company and its Subsidiaries have complied in compliance with all laws Laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, including classification of employees), immigration ) and other laws Laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as , except where any such noncompliance would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Company Parent Material Adverse Effect, there . There are no material outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts due or owing by the Company or any of its Subsidiaries Parent pursuant to any workplace safety and insurance or insurance/workers’ compensation Laws, Parent has not been reassessed in any material respect under such Laws during the past three years, and Parent has not received any claims under such Laws, in each case, that could reasonably be expected to have a Parent Material Adverse Effect.

Employment and Labor Matters. Neither Except as set forth in Schedule 3.15 and, other than with respect to clause (iii) below, except as, and for any non-compliance which, is not a Material Adverse Effect, (i) there are no suits, actions, investigations, proceedings, charges, grievances or attorney demand letters, pending or, to the Company nor Knowledge of Seller, Threatened, involving the Business, any Rodeo Entity and any Rodeo Employee or former Rodeo Employee, (ii) there is no labor strike, slowdown, stoppage, lockout or labor dispute pending, affecting or, to the Knowledge of its Subsidiaries isSeller, Threatened, against any Rodeo Entity or the Business, and since December 31January 1, 2018 2010, there has beennot been any such action, (iii) no Rodeo Entity is a party to or bound by any collective bargaining agreement, labor union contract or trade legally binding commitment to any labor union agreement (each a “Collective Bargaining Agreement”)or works council applicable to any Rodeo Employee, and no employee is represented by a labor organization with respect and, to the Company or any Knowledge of its Subsidiaries. To the knowledge of the CompanySeller, there are, and for the past three years have been, are no union organizing activities among any Rodeo Employees or proceedings of involving any labor or trade union to organize or represent any employees such Rodeo Employees, (iv) to the Knowledge of Seller, Rodeo has not engaged in any unfair labor practices as defined in the Company National Labor Relations Act or other similar Law, (v) there are no unfair labor practice charges or other applications or proceedings before a labor relations board or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries similar authority currently pending or, to the Company’s knowledgeKnowledge of Seller, threatenedThreatened, that may interfere in involving any material respect with Rodeo Entity and any Rodeo Employee or the respective business activities of the Company or any of its Subsidiaries. There is no pendingBusiness, or to the knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and (vi) none of any Rodeo Entity or the Company and its Subsidiaries are Business is a partyparty to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employees employment practices with respect to any Rodeo Employees, and (vii) since January 1, 2010, Rodeo has not effected (y) a “plant closing” (as defined by the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment practices. Except as would not reasonably be expected to have, individually or termination in the aggregateUnited States that were sufficient in number to trigger application of any similar Law, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied (viii) each Rodeo Entity is in compliance with all laws regarding employment applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and wages and hours (including, without limitation, classification of employees), immigration and other laws in occupational safety with respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation LawsRodeo Employees.

Employment and Labor Matters. Neither the Company Parent nor any of its Subsidiaries is, or since December 31, 2018 has been, a party to or bound by any collective bargaining agreement, labor union contract or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization with respect to the Company Parent or any of its Subsidiaries. To the knowledge of the CompanyParent, there are, and for the past three years have been, no activities or proceedings of any labor or trade union to organize any employees of the Company Parent or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company Parent or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company Parent or any of its Subsidiaries pending or, to the CompanyParent’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company Parent or any of its Subsidiaries. There is no pending, or to the knowledge of the CompanyParent, threatened charge or complaint against the Company Parent or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company Parent and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, for the past three years, the Company Parent and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by the Company Parent or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation Laws.

Employment and Labor Matters. Neither the Company Parent nor any of its Subsidiaries is, or since December 31, 2018 has been, is a party to any Collective Bargaining Agreement with respect to employees of Parent or bound by any collective bargaining agreement, labor union contract or trade union agreement of its Subsidiaries primarily located in the United States (each a “Collective Bargaining AgreementParent U.S. Employee”), and no employee . No Parent U.S. Employee is represented by a labor organization for purposes of collective bargaining with respect to the Company Parent or any of its Subsidiaries. To the knowledge Parent’s knowledge, as of the Companydate hereof, there are, and for the past three years have been, are no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its SubsidiariesParent U.S. Employee. No Collective Bargaining Agreement is being negotiated by the Company or Parent or, to Parent’s knowledge, any of its SubsidiariesSubsidiaries with respect to Parent U.S. Employees. There isAs of the date hereof, and for the past three years has been, there is no strike, lockout, slowdown slowdown, or work stoppage against the Company Parent or any of its Subsidiaries pending or, to the CompanyParent’s knowledge, threatened, involving Parent U.S. Employees that may interfere in any material respect with the respective business activities of the Company Parent or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened pending charge or complaint against the Company Parent or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company Parent and its Subsidiaries are is a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees Parent U.S. Employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have Parent has complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration ) and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would , except where any such noncompliance could not reasonably be expected to have, individually result in a material liability to Parent or in the aggregate, a Company Material Adverse Effect, there any of its Subsidiaries. There are no material outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts due or owing by the Company or any of its Subsidiaries Parent pursuant to any workplace safety and insurance or insurance/workers’ compensation Laws, Parent has not been reassessed in any material respect under such Laws during the past three years, and there are no claims that could reasonably be expected to materially affect the accident cost experience of Parent.

Employment and Labor Matters. Neither Except as set forth on Schedule 3.2(r), the Company nor any and its Subsidiaries, and, the to the Company’s Knowledge, their respective officers, executives, managers and employees have complied and are in compliance in all material respects with all applicable Laws respecting employment or labor, termination of employment and notice upon termination, fair employment practices and equal opportunity, nondiscrimination, harassment, retaliation, human rights, compensation, withholding, pay equity, immigration, collective bargaining, terms and conditions of employment, workers’ compensation, worker classifications, occupational safety, plant closings and wages and hours. The Company and its Subsidiaries ishave paid in full to all employees or adequately accrued for in accordance with GAAP consistently applied all wages, or since December 31salaries, 2018 has beencommissions, a party bonuses, benefits and other compensation due to or bound by any collective bargaining agreement, labor union contract or trade union agreement (each a “Collective Bargaining Agreement”), on behalf of such employees and there is no employee is represented by a labor organization claim with respect to the Company payment of wages, salary or any of its Subsidiaries. To the knowledge of the Company, there are, and for the past three years have been, no activities overtime pay that has been asserted or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries now pending or, to the Company’s knowledgeKnowledge, threatened, that may interfere in threatened before any Governmental Authority. In the past three (3) years neither the Company nor its Subsidiaries has experienced any material respect with work stoppage, slowdown, labor dispute, allegation, charge, grievance or complaint of unfair labor practice; nor, to the respective business activities of Company’s Knowledge, has any such action been threatened against the Company or any of its Subsidiaries. There is are no pendingmaterial disputes pending or, or to the knowledge of the Company’s Knowledge, threatened charge or complaint against threatened, between the Company or its Subsidiaries and any of its Subsidiaries by their employees or before the National Labor Relations Board former employees or any comparable Governmental Entity, and none of employee organizations. Neither the Company and nor its Subsidiaries are a party, or otherwise bound by, party to any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges collective bargaining agreement or other amounts due labor union or owing works council contract applicable to persons employed by the Company or its Subsidiaries, nor, to the Company’s Knowledge, are there or have there been in the past three (3) years any activities or proceedings of any labor union to organize any such employees. To the Company’s Knowledge, no Key Employee has any plans to terminate employment with the Company or its Subsidiaries pursuant to any workplace safety and insurance within twelve (12) months of the date hereof or workers’ compensation Lawsin connection with the Closing.

Employment and Labor Matters. (a) Neither the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, is a party to or bound by any collective bargaining agreement, labor union contract contract, or trade union agreement (each each, a “Collective Bargaining Agreement”), and no employee is represented by a labor organization with respect to ) covering employees in the Company United States or any of its SubsidiariesCanada. To the knowledge of the Company, as of the date hereof, there are, and for the past three years have been, are no material activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, as of the date hereof, (i) there is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There ; (ii) there is no pending, or to the knowledge of the Company, threatened pending charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and ; (iii) none of the Company and its Subsidiaries are a party, or to the knowledge of the Company otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, ; (iv) the Company and its Subsidiaries have complied with all laws Laws regarding employment and employment practicespractices (including anti-discrimination), terms and conditions of employment and wages and hours (including, without limitation, including classification of employees), immigration employees and equitable pay practices) and other laws Laws in respect of any reduction in force, force (including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected ), and no claims relating to havenon-compliance with the foregoing are pending or, individually or in to the aggregateCompany’s knowledge, a Company Material Adverse Effectthreatened; and (v) to the knowledge of the Company, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts required to be paid that are due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or insurance/workers’ compensation Laws.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, Except as set forth in SCHEDULE 5.17 Seller is not a party to or bound by (a) any collective bargaining agreement, labor union contract (b) any agreement respecting the employment of any employee, or trade union (c) any agreement (for the provision of consulting or other professional services which is not cancelable without penalty on less than 30 days' notice, in each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization case with respect to the Company or any of its Subsidiaries. To the knowledge of the Company, there are, and for the past three years have been, no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practicesBusiness. Except as would set forth in SCHEDULE 5.17, within the last five years Seller has not reasonably be expected experienced any labor disputes, union organization attempts or any work stoppage due to havelabor disagreements in connection with the Business. Except to the extent set forth in SCHEDULE 5.17, individually or with respect to the Business, (a) Seller is in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied compliance in all material respects with all laws regarding Applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours hours, and is not engaged in any unfair labor practice; (includingb) there is no unfair labor practice charge or complaint against Seller pending or, without limitationto the best of Seller Parent's and Seller's knowledge, classification threatened; (c) there is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or, to the best of employees)Seller Parent's and Seller's knowledge, immigration and other laws in threatened against or affecting Seller nor any secondary boycott with respect to services of any reduction in force, including without limitation, notice, information and consultation requirements. Except as Seller; (d) no question concerning representation has been raised or is threatened respecting the employees of Seller of the Business; (e) no grievance which has had or would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, nor any arbitration proceedings arising out of or under collective bargaining agreements, is pending and no such claim therefor exists; and (f) there are no outstanding assessments, penalties, fines, Liens, charges, surcharges administrative charges or court complaints against Seller concerning alleged employment discrimination or other amounts due employment related matters pending or owing by threatened before the Company U.S. Equal Employment Opportunity Commission or any of its Subsidiaries pursuant other governmental entity which would reasonably be expected to any workplace safety and insurance or workers’ compensation Lawshave a Material Adverse Effect.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries is, or since December 31, 2018 2012 has been, a party to or bound by any collective bargaining agreement, labor union contract contract, or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization with respect to the Company or any of its Subsidiaries. To the knowledge of the Company, as of the date hereof, there are, and for the past three years have been, are no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There isAs of the date hereof, and for the past three years has been, there is no strike, lockout, slowdown slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened pending charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, except where the liability associated with such charge or complaint would not have, individually or in the aggregate, a Company Material Adverse Effect and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, with any Governmental Entity relating to employees or employment practices. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for (i) there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by the Company pursuant to any workplace safety and insurance/workers’ compensation Laws, the Company has not been reassessed in any material respect under such Laws during the past three years, and (ii) there are no claims that may affect the accident cost experience of the Company. The Company and its Subsidiaries have has complied in all respects with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration ) and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as , except where any non-compliance, default or violation has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation Laws.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries isis or has since August 27, or since December 31, 2018 has 2011 been, a party to or bound by any collective bargaining agreement, labor union contract contract, or trade union agreement (each a “Collective Bargaining Agreement”), and no . No employee of the Company or any of its Subsidiaries is represented by a labor organization for purposes of collective bargaining with respect to the Company or any of its Subsidiaries. To the knowledge of the Company, from August 31, 2013 through the date hereof, there are, and for the past three years have been, been no material activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There isFrom August 27, and for 2011 through the past three years date hereof, there has been, been no strike, lockout, slowdown slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may would interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pendingExcept as has not had and would not reasonably be expected to have, individually or to in the knowledge of aggregate, a Material Adverse Effect on the Company, threatened (i) there is no pending charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and (ii) none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for Effect on the past three yearsCompany, the Company and its Subsidiaries have complied with all laws regarding employment and employment practicespractices (including anti-discrimination), terms and conditions of employment and wages and hours (including, without limitation, including classification of employees), immigration employees and equitable pay practices) and other laws in respect of any reduction in force, force (including without limitation, notice, information and consultation requirements), and no claims relating to non-compliance with the foregoing are pending or, to the Company’s knowledge, threatened. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or insurance/workers’ compensation Laws.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, a party to or bound by any collective bargaining agreement, labor union contract or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization with respect to the Company or any of its Subsidiaries. To the knowledge of the Company, there are, and for the past three years have been, no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Visor Material Adverse Effect, for (a) Visor is not a party to or bound by any collective bargaining agreement or other agreement with a labor union, works council or other employee representative body (other than any statutorily mandated agreement in non-U.S. jurisdictions), and there are no such agreements which pertain to employees of Visor in existence or in negotiation; (b) no employees of Visor are represented by a labor union, works council or other employee representative body (other than any statutorily mandated representation in non-U.S. jurisdictions); (c) Visor has not experienced any strike or material grievance, claim of unfair labor practices or other collective bargaining dispute within the past three two (2) years; (d) Visor will not incur any notice, consultation or consent obligations with respect to any labor union, works council or other employee representative body in connection with the Company execution of this Agreement or the consummation of the transactions contemplated hereby and, (e) to Visor’s Knowledge, (i) there are no Actions or any material disputes pending or threatened (A) between Visor and any of its Subsidiaries have complied employees or independent contractors or (B) by or before any Governmental Body affecting Visor concerning employment matters, and (ii) there is no current campaign being conducted to solicit cards from or otherwise organize employees of Visor or to authorize a labor union, works council or other employee representative body to request that the National Labor Relations Board (or any other Governmental Body) certify or otherwise recognize such a body with respect to employees of Visor, and Visor has not been subject to an application by a labor union, works council or other employee representative body to be declared a common or related employer under labor relations legislation. Visor is in compliance in all material respects with all laws regarding Laws relating to the employment of labor, including all such Laws relating to wages, hours, human rights, discrimination, pay equity, employment equity, workers’ compensation, safety and employment practiceshealth, terms worker classification (including employee-independent contractor classification and conditions of employment and wages and hours (including, without limitation, the proper classification of employees as exempt employees and non-exempt employees), immigration the WARN and other laws in any similar foreign, state, provincial or local “mass layoff” or “plant closing” Law. There has been no “mass layoff” or “plant closing” (as defined by WARN or any similar foreign, state, provincial or local Laws) with respect to Visor within the six (6) months prior to the Closing Date. As of any reduction in forcethe date hereof, including without limitationto Visor’s Knowledge, noticeno current executive, information and consultation requirements. Except as would not reasonably be expected key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by the Company Visor or any of its Subsidiaries pursuant to terminate employment with Visor or any workplace safety and insurance or workers’ compensation Lawsof its Subsidiaries within the next twelve (12) months.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, ReShape is not a party to or bound by any collective bargaining agreementagreement or other agreement with a labor union, labor union contract works council or trade union agreement (each a “Collective Bargaining Agreement”)other employee representative body, and there are no employee is such agreements which pertain to employees of ReShape in existence or in negotiation; and no employees of ReShape are represented by a labor organization with respect to the Company union, works council or other employee representative body (other than any of its Subsidiaries. To the knowledge of the Company, there are, and for the past three years have been, no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere statutorily mandated representation in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practicesnon-U.S. jurisdictions). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on ReShape, for (a) ReShape has not experienced any strike or grievance, claim of unfair labor practices, or other collective bargaining dispute within the past three two (2) years; and (b) there are no Actions or any disputes pending or threatened (A) between ReShape and any of its current or former employees or individual independent contractors or (B) by or before any Governmental Body affecting ReShape concerning employment matters. There is no current campaign being conducted to solicit cards from or otherwise organize employees of ReShape or to authorize a labor union, works council or other employee representative body to request that the Company National Labor Relations Board (or any other Governmental Body) certify or otherwise recognize such a body with respect to employees of ReShape, and its Subsidiaries have complied ReShape has not been subject to an application by a labor union, works council or other employee representative body to be declared a common or related employer under labor relations legislation. ReShape is in compliance in all material respects with all laws regarding Laws relating to the employment of labor, including all such Laws relating to wages, hours, discrimination, employment equity, workers’ compensation, safety and employment practiceshealth, terms worker classification (including employee-independent contractor classification and conditions of employment and wages and hours (including, without limitation, the proper classification of employees as exempt employees and non-exempt employees), immigration the Worker Adjustment and other laws in Retraining Notification Act (“WARN”) and any similar foreign, state, provincial or local “mass layoff” or “plant closing” Law. There has been no “mass layoff” or “plant closing” (as defined by WARN or any similar foreign, state, provincial or local Laws) with respect to ReShape within the six (6) months prior to the date hereof. As of any reduction in forcethe date hereof, including without limitationto ReShape’s knowledge, noticeno current executive, information and consultation requirements. Except as would not reasonably be expected key employee or group of employees has given notice of termination of ​ ​ employment or otherwise disclosed plans to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by the Company ReShape or any of its Subsidiaries pursuant to terminate employment with ReShape or any workplace safety and insurance or workers’ compensation Lawsof its Subsidiaries within the next twelve (12) months.

Employment and Labor Matters. Neither There is no labor strike, lockout, material labor dispute, work stoppage or other labor difficulty pending or, to the Knowledge of the Company, threatened against the Company or any of the Company Subsidiaries, except for such labor strikes, lockouts, labor disputes, work stoppages or labor difficulties that would not, individually or in the aggregate, reasonably be likely to result in a Company Material Adverse Effect. No labor union or employee representative has been certified or recognized as the collective bargaining representative of any employee of the Company or any Company Subsidiary. None of the employees of the Company or any Company Subsidiary is covered by a collective bargaining agreement, and neither the Company nor any of its the Company Subsidiaries is, or since December 31, 2018 has been, is a party to or to, bound by or negotiating with respect to any collective bargaining agreementagreement or other contract, arrangement, or understanding with a labor union contract or trade union agreement (each a “Collective Bargaining Agreement”)labor organization. To the Knowledge of the Company, and since January 1, 2013, no representation petition has been filed by an employee is represented by a labor organization with respect to of the Company or any of its Subsidiaries. To the knowledge Company Subsidiaries or by any labor union or labor organization seeking to represent any employee of the Company, there areCompany or any Company Subsidiary, and for no union organizing campaign has been conducted or has been threatened with respect to the past three years have been, no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its the Company Subsidiaries. No Collective Bargaining Agreement is being negotiated by Neither the Company nor any Company Subsidiary has taken any action within the ninety (90) days preceding the date of this Agreement that could constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or could otherwise trigger any of its Subsidiariesnotice requirement under the WARN Act. There is, The Company and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any Subsidiaries have complied and are in compliance in all material respects with all laws relating to labor and employment practices, including all laws relating to terms and conditions of its Subsidiaries pending oremployment, wages, hours, collective bargaining, workers’ compensation, occupational safety and health, equal employment opportunity and immigration, and, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge Knowledge of the Company, threatened charge are not engaged in any unfair labor or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or unlawful employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation Lawspractice.

Employment and Labor Matters. Neither As of the date hereof, neither the Company nor any of its Subsidiaries is, or since December 31, 2018 2009 has been, a party to or bound by any collective bargaining agreement, labor union contract contract, or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization for purposes of collective bargaining with respect to the Company or any of its Subsidiaries. To the knowledge of the Company, as of the date hereof, there are, and for the past three years have been, are no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No As of the date hereof, no Collective Bargaining Agreement is being negotiated by the Company or or, to the knowledge of the Company, any of its Subsidiaries. There isAs of the date hereof, and for the past three years has been, there is no strike, lockout, slowdown slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the knowledge of the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company and its Subsidiaries taken as a whole. Except as would not have, individually or any of its Subsidiaries. There in the aggregate, a Company Material Adverse Effect, there is no pending, or to the knowledge of the Company, threatened pending charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and or any of its Subsidiaries are is a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have has complied with all laws applicable Laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, including classification of employees), immigration ) and other laws applicable Laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or insurance/workers’ compensation Laws.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries is, or since December 31, 2018 2011 has been, a party to or bound by any collective bargaining agreement, labor union contract contract, or trade union agreement (each a “Collective Bargaining Agreement”), and no . No employee is represented by a labor organization for purposes of collective bargaining with respect to the Company or any of its Subsidiaries. To the knowledge of the Company, as of the date hereof, there are, and for the past three years have been, are no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or or, to the Company’s knowledge, any of its Subsidiaries. There isAs of the date hereof, and for the past three years has been, there is no strike, lockout, slowdown slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to To the knowledge of the Company, threatened as of the date hereof, there is no pending charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a The Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have has complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration ) and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except , except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there . There are no outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or insurance/workers’ compensation Laws, except as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect; the Company has not been reassessed in any respect under such Laws during the past three years, except as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect; to the knowledge of the Company, there are no claims that may affect the accident cost experience of the Company, except as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, is a party to or bound by any collective bargaining agreement, labor union contract contract, or trade union agreement (each a “Collective Bargaining Agreement”), and no . No employee is represented by a labor organization for purposes of collective bargaining with respect to the Company or any of its Subsidiaries. To the knowledge Company’s knowledge, as of the Companydate hereof, there are, and for the past three years have been, are no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or or, to the Company’s knowledge, any of its Subsidiaries. There isAs of the date hereof, and for the past three years has been, there is no strike, lockout, slowdown slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened pending charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are is a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a The Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have has complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration ) and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would , except where any such noncompliance could not reasonably be expected to have, individually result in a material liability to the Company or in the aggregate, a Company Material Adverse Effect, there any of its Subsidiaries. There are no material outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or insurance/workers’ compensation Laws, the Company has not been reassessed in any material respect under such Laws during the past three years, and there are no claims that could reasonably be expected to materially affect the accident cost experience of the Company.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries isis a party to any Collective Bargaining Agreement with respect to employees of the Company or any of its Subsidiaries (each, a “Company Employee”) that has had or since December 31could reasonably be expected to have a Company Material Adverse Effect, 2018 has been, other than those that the Company or any of its Subsidiaries may be deemed to be a party to or bound by any collective bargaining agreement, labor union contract or trade union agreement (each as a “Collective Bargaining Agreement”), and no employee is represented by result of doing business in a labor organization with respect to the Company or any of its Subsidiariesparticular jurisdiction. To the knowledge Company’s knowledge, as of the Companydate hereof, there are, and for the past three years have been, are no activities or proceedings of any labor or trade union union, staff association or other body to organize any employees of the Company Employee where such activities or any of its Subsidiariesproceedings could reasonably be expected to have a Company Material Adverse Effect. No material Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its SubsidiariesSubsidiaries with respect to any Company Employees. There is Since January 1, 2015, there has been no pendingactual, or to the knowledge of the Company’s knowledge, threatened charge unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or complaint other labor disputes against or affecting the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of involving the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to haveEmployees that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and there are no circumstances which could or might give rise to any such dispute that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company is, for the past three yearsand has been, the Company and its Subsidiaries have complied in compliance with all laws Laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, including classification of employees), immigration ) and other laws Laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as , except where any such noncompliance would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect, there . There are no material outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or insurance/workers’ compensation Laws, the Company has not been reassessed in any material respect under such Laws during the past three years and the Company has not received any claims under such Laws, in each case, that could reasonably be expected to have a Company Material Adverse Effect.

Employment and Labor Matters. Neither The Company has delivered to the Company nor any Buyer an accurate and complete schedule of its Subsidiaries is, or since December 31, 2018 has been, a party to or bound by any collective bargaining agreement, labor union contract or trade union agreement all employees (each a “Collective Bargaining Agreement”), including current base salary and no employee is represented by a labor organization with respect annual bonus information) who have provided services to the Company during the last year. Schedule 2.11 hereto lists the parties to all employment, severance and consulting agreements to which the Company is a party. Except as specifically set forth in Schedule 2.11, none of the agreements listed thereon provides for additional or accelerated payments or other consideration to be made on account of the transactions contemplated by this Agreement. True and correct copies if in writing, and if oral, accurate written summaries, of each of the foregoing have been delivered to or made available for review by the Buyer. There are no oral modifications to any of its Subsidiariessuch agreements. To the knowledge Schedule 2.11(a) hereto contains a true and complete list of: (i) all unpaid wages due and payable as of the Companydate hereof, there arewhether to payroll employees, part-time or full-time employees or to independent contractors; (ii) all commissions owed to sales representatives as of the date hereof; and for the past three years have been, no activities or proceedings of any labor or trade union to organize any (iii) all vacation time accrued and unused by employees of the Company as of the date hereof. Except as disclosed in Schedule 2.11(a), there are no amounts owed to employees or any independent contractors of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company for wages, over-time, commissions or any of its Subsidiaries. There isvacation time, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries controversies are pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the best knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and the Shareholder, are threatened between the Company and any of its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except representatives of its employees, except as would not reasonably be expected to havecould not, individually or in the aggregate, have a Company Material Adverse Effectmaterial adverse effect on the Company. Except as disclosed in Schedule 2.11(a), for there are no claims, actions or proceedings pending before the past three yearsEqual Employment Opportunity Commission or the National Labor Relations Board nor, to the best knowledge of the Company and its Subsidiaries have complied the Shareholder, is there a reasonable basis for any such claim, action or proceeding. The Company is in compliance with all laws regarding employment applicable labor and employment practiceslaws, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected except where the failure so to havecomply could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by material adverse effect on the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation LawsCompany.

Employment and Labor Matters. Neither Except as set forth on Schedule 4.2(t), each of the Company nor Companies, and to each of the Sellers’ Knowledge, their respective officers, executives, managers and employees have complied and are in compliance in all material respects with all applicable Laws respecting employment or labor, termination of employment and notice upon termination, fair employment practices and equal opportunity, nondiscrimination, harassment, retaliation, human rights, compensation, withholding, pay equity, immigration, collective bargaining, terms and conditions of employment, workers’ compensation, worker classifications, occupational safety, plant closings and wages and hours. Each of the Companies 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 threatened before any Governmental Authority. In the past three (3) years neither of the Companies has experienced any material work stoppage, slowdown, labor dispute, allegation, charge, grievance or complaint of unfair labor practice; nor, to the Companies’ Knowledge, has any such Action been threatened against either of the Companies. There are no material disputes pending or, to the Companies’ Knowledge, threatened, between either of the Companies and any of its Subsidiaries is, their employees or since December 31, 2018 has been, former employees or employee organizations. Neither of the Companies is a party to or bound by any collective bargaining agreement, agreement or other labor union or works council contract or trade union agreement (applicable to persons employed by the applicable Company, nor, to each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization with respect to the Company or any of its Subsidiaries. To the knowledge of the CompanySellers’ Knowledge, are there are, and for or have there been in the past three (3) years have been, no any activities or proceedings of any labor or trade union to organize any employees such employees. To each of the Company Sellers’ Knowledge, neither of the Sellers nor any manager or executive of either of the Companies has any plans to terminate employment with either of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company Companies within twelve (12) months of the date hereof or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect connection with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation LawsClosing.

Employment and Labor Matters. Section 3.17(a) of the Company Disclosure Schedule sets forth an accurate and complete list of all employees and independent contractors currently performing services for the Company in the U.S. or outside the U.S., including each employee on a leave of absence approved by the Company and the type and status of such approved leave, each employee's layoff status, along with the position, date of hire or engagement, work location, compensation and benefits (including base salary), scheduled or contemplated increases in compensation and benefits, scheduled or contemplated promotions, accrued but unused sick and vacation leave or paid time off and service credited for purposes of vesting and eligibility to participate under any Company Plan with respect to such Persons. To the Company's Knowledge, no director, officer, key employee or group of employees of the Company intends to terminate his, her or their employment with the Company within the 12-month period following the Closing Date. Neither the Company nor nor, to the Company's Knowledge, any of its Subsidiaries isERISA Affiliate, is or since December 31, 2018 has been, a party to or bound by any collective bargaining agreementbargaining, works council, employee representative or other Contract with any labor union contract union, works council or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization with respect to the Company or any of its Subsidiaries. To the knowledge of the Company, there are, and for the past three years have been, no activities or proceedings representative of any labor or trade union to organize employee group, nor is any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is such Contract being negotiated by the Company or any ERISA Affiliate. The Company has no Knowledge of its Subsidiaries. There isany union organizing, and for election or other activities made or threatened at any time within the past three years by or on behalf of any union, works council employee representative or other labor organization or group of employees with respect to any employees of the Company. There is no union, works council, employee representative or other labor organization, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted connection with the transactions contemplated by this Agreement. Since the Company's inception, the Company has beennot experienced any labor strike, no strikepicketing, slowdown, lockout, slowdown employee grievance process or other work stoppage against or labor dispute, nor to the Company's Knowledge is any such action threatened. To the Company's Knowledge, no event has occurred or circumstance exists that may give rise to any such action, nor does the Company or contemplate a lockout of any employees. The Company has complied in all respects with all applicable Laws and its own policies relating to labor and employment matters, including fair employment practices, terms and conditions of its Subsidiaries employment, contractual obligations, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, workers' compensation, worker classification (including the proper classification of workers as employees, independent contractors and consultants), the payment of social security and similar Taxes, occupational safety and plant closing. There is no Proceeding pending or, to the Company’s knowledge's Knowledge, threatened, that may interfere in any material respect with the respective business activities of threatened against or affecting the Company or any of its Subsidiaries. There is no pending, or relating to the knowledge alleged violation by the Company (or its directors or officers) of the Companyany Law pertaining to labor relations or employment matters. The Company has not committed any unfair labor practice, threatened nor has there has been any charge or complaint of unfair labor practice filed or, to the Company's Knowledge, threatened against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable other Governmental EntityAuthority. There has been no complaint, claim or charge of discrimination filed or, to the Company's Knowledge, threatened, against the Company with the Equal Employment Opportunity Commission or any other Governmental Authority. Since the Company's inception, the Company has not implemented any plant closing, collective dismissal or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, or any similar foreign, state or local Law, and no such action will be implemented without advance notification to the Purchaser. Section 3.17(f) of the Company Disclosure Schedule sets forth an accurate and complete list of all individuals whose employment with the Company has terminated during the 90-day period prior to the Agreement Date. Section 3.17(g) of the Company Disclosure Schedule sets forth an accurate and complete list of all employees of the Company or a Company Subsidiary who are not U.S. citizens or permanent residents of the U.S. Each of the employees required to be listed on such schedule is authorized under applicable U.S. immigration Laws to work in his or her current position for the Company. Except for the work authorizations specified in Section 3.17(a) of the Company Disclosure Schedule opposite the employee's name, none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, employees required to be so listed requires authorization from any Governmental Entity relating Authority to employees be employed in his or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing her current position by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation LawsCompany.

Employment and Labor Matters. Neither Except as set forth on Schedule 4.18, to the Company’s Knowledge, the Company and its Subsidiaries, and their respective officers, executives, managers and employees have complied and are in compliance in all material respects with all applicable Laws respecting employment or labor, termination of employment and notice upon termination, fair employment practices and equal opportunity, nondiscrimination, harassment, retaliation, human rights, compensation, withholding, pay equity, immigration, collective bargaining, terms and conditions of employment, workers’ compensation, worker classifications, occupational safety, plant closings and wages and hours. The Company and its 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 or is now pending or threatened before any Governmental Body. In the past three (3) years neither the Company nor any of its Subsidiaries ishas experienced any material work stoppage, or since December 31, 2018 has been, a party to or bound by any collective bargaining agreementslowdown, labor union contract dispute, allegation, charge, grievance or trade union agreement (each a “Collective Bargaining Agreement”)complaint of unfair labor practice; nor, and no employee is represented by a labor organization with respect to the Company’s Knowledge, has any such action been threatened against the Company or any of its Subsidiaries. To the knowledge of the Company, there are, and for the past three years have been, no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has been, are no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries material disputes pending or, to the Company’s knowledgeKnowledge, threatened, that may interfere in any material respect with the respective business activities of between the Company or its Subsidiaries and any of its Subsidiariestheir employees or former employees or employee organizations. There is no pending, or to the knowledge of the Company, threatened charge or complaint against Neither the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and nor its Subsidiaries are a party, or otherwise bound by, party to any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges collective bargaining agreement or other amounts due labor union or owing works council contract applicable to persons employed by the Company or its Subsidiaries, nor, to the Company’s Knowledge, are there or have there been in the past three (3) years any activities or proceedings of any labor union to organize any such employees. To the Company’s Knowledge, no key employee, manager or executive has any plans to terminate employment with the Company or its Subsidiaries pursuant to any workplace safety and insurance within twelve (12) months of the date hereof or workers’ compensation Lawsin connection with the Closing.

Employment and Labor Matters. Neither As of the Company date hereof, neither BRE nor any of its Subsidiaries is, or since December 31, 2018 has been, a party to or bound by any collective bargaining agreement, labor union contract contract, or trade union agreement (each a “"Collective Bargaining Agreement”"), and no employee is represented by a labor organization for purposes of collective bargaining with respect to the Company BRE or any of its Subsidiaries. To the knowledge of BRE, as of the Companydate hereof, there are, and for the past three years have been, are no activities or proceedings of any labor or trade union to organize any employees of the Company BRE or any of its Subsidiaries. No As of the date hereof, no Collective Bargaining Agreement is being negotiated by BRE or, to the Company or knowledge of BRE, any of its Subsidiaries. There isAs of the date hereof, and for the past three years has been, there is no strike, lockout, slowdown slowdown, or work stoppage against the Company BRE or any of its Subsidiaries pending or, to the Company’s knowledgeknowledge of BRE, threatened, that may interfere in any material respect with the respective business activities of BRE and its Subsidiaries taken as a whole. Except as would not have, individually or in the Company or any of its Subsidiaries. There aggregate, a Material Adverse Effect, there is no pending, or to the knowledge of the Company, threatened pending charge or complaint against the Company BRE or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and BRE or any of its Subsidiaries are is a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have BRE has complied with all laws applicable Laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, including classification of employees), immigration ) and other laws applicable Laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts due or owing by the Company or any of its Subsidiaries BRE pursuant to any workplace safety and insurance or insurance/workers’ compensation Laws.

Employment and Labor Matters. Neither As of the Company date hereof, no Buyer Entity nor any of its Subsidiaries is, or since December 31, 2018 2014 has been, a party to or bound by any collective bargaining agreement, labor union contract or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization for purposes of collective bargaining with respect to the Company any Buyer Entity or any of its Subsidiaries. To the knowledge of EnerJex Parties, as of the Companydate hereof, there are, and for the past three years have been, are no activities or proceedings of any labor or trade union to organize any employees of the Company any Buyer Entity or any of its Subsidiaries. No As of the date hereof, no Collective Bargaining Agreement is being negotiated by any Buyer Entity or, to the Company or knowledge of EnerJex Parties, any of its their respective Subsidiaries. There isAs of the date hereof, and for the past three years has been, there is no strike, lockout, slowdown slowdown, or work stoppage against the Company any Buyer Entity or any of its Subsidiaries pending or, to the Company’s knowledgeknowledge of EnerJex Parties, threatened, that may interfere in any material respect with the respective business activities of any Buyer Entity and its Subsidiaries taken as a whole. Except as would not have, individually or in the Company or any of its Subsidiaries. There aggregate, a Material Adverse Effect, there is no pending, or to the knowledge of the Company, threatened pending charge or complaint against the Company any Buyer Entity or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company EnerJex Parties and its their Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company EnerJex Parties and its their Subsidiaries have complied with all laws applicable Laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, including classification of employees), immigration ) and other laws applicable Laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts due or owing by the Company or any of its Subsidiaries Buyer Entity pursuant to any workplace safety and insurance or insurance/workers’ compensation Laws.

Employment and Labor Matters. (a) Neither the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, is a party to or bound by any collective bargaining agreementagreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its Subsidiaries, (b) neither the Company nor any of its Subsidiaries have experienced any strike or material grievance, claim of unfair labor practices, or other collective bargaining dispute within the past two years, and (c) (i) there are no disputes pending or to the Company’s Knowledge, threatened between the Company or any of its Subsidiaries and any of their employees, directors or contractors, and (ii) there is no current union contract campaign being conducted to solicit cards from employees to authorize a union to request a National Labor Relations Board (or trade any other Governmental Body) certification election with respect to employees of the Company or any of its Subsidiaries or other organizing activity and neither the Company nor its Subsidiaries has been subject to an application by a union agreement to be declared a common or related employer under labor relations legislation. Each of the Company and its Subsidiaries is in compliance in all material respects with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, human rights, discrimination, immigration, pay equity, employment equity, workers’ compensation, safety and health, worker classification (each a “Collective Bargaining Agreement”including employee-independent contractor classification and the proper classification of employees as exempt employees and non-exempt employees), the Worker Adjustment and Retraining Notification Act (“WARN”) and any similar state, provincial or local “mass layoff” or “plant closing” Law and the collection and payment of withholding and/or social security taxes. There has been no employee is represented “mass layoff” or “plant closing” (as defined by a labor organization WARN or any similar state, provincial or local Laws) with respect to the Company or any of its SubsidiariesSubsidiaries within the six (6) months prior to Closing. To the knowledge of the Company, there are, and for the past three years have been, no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the The Company and its Subsidiaries have complied with classified all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by individuals who perform services for the Company or any of its Subsidiaries pursuant correctly under each Plan, ERISA, the Code and other applicable Law, as common law employees, independent contractors or leased employees. To the Company’s Knowledge, each employee, director and contractor of the Company or its Subsidiaries is in compliance with all visa and work permit requirements applicable to such Person’s relationship with the Company and its Subsidiaries. To the Company’s Knowledge, no visa or work permit held by any workplace safety and insurance or workers’ compensation Lawssuch Person will expire before the date that is six months after the date hereof.

Employment and Labor Matters. Section 3.17(a) of the Company Disclosure Schedule sets forth an accurate and complete list of all employees and independent contractors currently performing services for the Company, and information indicating whether the Person is an employee or independent contractor and, as applicable, each Person's title, location, date of hire or engagement, exempt or non-exempt classification, compensation, accrued but unused sick and vacation leave or paid time off and service credited for purposes of vesting and eligibility to participate under any Company Plan with respect to such Persons, and whether the employee is on a leave of absence and they type of such leave. To the Company's Knowledge, no director, officer, key employee or independent contractors of the Company intends to terminate his, her or their employment or consulting relationship with the Company within the 12-month period following the Closing Date. Neither the Company nor any of its Subsidiaries Subsidiary is, or since December 31, 2018 has been, a party to any collective bargaining with any union, works council, employee representative or other labor organization or group of employees. The Company is not, and has not been, bound by any collective bargaining agreementContract with any union, labor union contract works council, employee representative or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a other labor organization with respect to the Company or group of employees, nor is any of its Subsidiaries. To the knowledge of the Company, there are, and for the past three years have been, no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is such Contract being negotiated by the Company or any Subsidiary. The Company has no Knowledge of its Subsidiaries. There isany union organizing, and for other activities made or threatened at any time within the past three years by or on behalf of any union, works council employee representative or other labor organization or group of employees with respect to any employees of the Company. There is no union, works council, employee representative or other labor organization, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted in connection with the transactions contemplated by this Agreement. Since April 8, 2005, the Company has beennot experienced any labor strike, no strikepicketing, slowdown, lockout, slowdown employee grievance process or other work stoppage against or material labor dispute, nor to the Company's Knowledge is any such action threatened. To the Company's Knowledge, no event has occurred or circumstance exists that may give rise to any such material labor dispute, nor does the Company contemplate a lockout of any employees. Since April 8, 2005, the Company has complied in all material respects with (i) all applicable Laws relating to labor and employment and (ii) its own published policies, handbooks, work rules and internal regulations relating to labor and employment, including fair employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, overtime, rest and meal breaks, worker classification, tax withholding, contractual obligations, benefits, workers' compensation, the payment of social security and similar Taxes, occupational health and safety, plant closing or collective bargaining, including any applicable foreign national collective bargaining agreement. The Company has properly paid all wages and salaries and employment Taxes (including social security taxes and other payroll taxes owed by the Company or required to have been withheld by the Company from the compensation paid to employees), including any of its Subsidiaries such taxes due on Options. There is no Proceeding pending or, to the Company’s knowledge's Knowledge, threatened, that may interfere in any material respect with the respective business activities of threatened against or affecting the Company or any of its Subsidiaries. There is no pending, or relating to the knowledge alleged violation by the Company (or its directors or officers) of any Law pertaining to labor relations or employment matters. Since April 8, 2005, the Company has not committed any unfair labor practice, nor to the Company' s Knowledge has there has been any written complaint of unfair labor practice filed or, to the Company's Knowledge, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable other Governmental EntityAuthority. Since April 8, 2005, to the Company's Knowledge, there has been no complaint, claim or charge of discrimination filed or, to the Company's Knowledge, threatened, against the Company with the Equal Employment Opportunity Commission or any other Governmental Authority. Since April 8, 2005, the Company has not implemented any plant closing, collective dismissal or layoff of employees that would implicate the WARN Act, and none no such action will be implemented without advance notification to the Purchaser. Section 3.17(g) of the Company Disclosure Schedule sets forth an accurate and its Subsidiaries are a partycomplete list of all individuals whose employment with the Company has terminated, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries whose hours of work have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing been reduced by more than 50% by the Company or any Company, during the 90-day period prior to the date of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation Lawsthis Agreement.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, is a party to or bound by any collective bargaining agreement, labor union contract contract, or trade union agreement (each each, a “Collective Bargaining Agreement”), and no employee nor is any such agreement currently being negotiated. No current Company Employee is represented by a labor organization for purposes of collective bargaining with respect to the Company or any of its Subsidiaries. To the knowledge of the Company’s Knowledge, there are, and for the past three years have been, are no current activities or proceedings of any labor or trade union to organize any employees of current Company Employees. From January 1, 2017 through the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There isdate hereof, and for the past three years there has been, been no strike, lockout, slowdown slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledgeKnowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened material pending charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable U.S. or foreign Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or set forth in Section 4.14 of the aggregate, a Company Material Adverse Effect, for the past three yearsDisclosure Letter, the Company and its Subsidiaries have complied are in compliance in all material respects with all laws Applicable Law regarding employment and employment practicespractices (including discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including, without limitation, including classification of employees), immigration employees and other laws equitable pay practices) and Applicable Law in respect of any reduction in force, force (including without limitation, notice, information and consultation requirements). Except as would not reasonably be expected Section 4.14 of the Company Disclosure Letter sets forth a true and complete list of all material written notices or, to havethe Company’s Knowledge, individually or in the aggregateother communications received since January 1, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing 2017 by the Company or any of its Subsidiaries pursuant to from any Governmental Entity or other Third Party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other Applicable Law establishing standards of, or otherwise relating to, workplace safety and insurance or workers’ compensation Lawssafety.

Employment and Labor Matters. Section 3.13 of the Company Letter contains a true and correct list of all full and part-time employees and independent contractors of the Company and each of its Subsidiaries as of the date of this Agreement, which list includes each such person’s position, employer, date of hire, current annual salary, hourly rate of pay, commission and/or bonus arrangement (as applicable), accrued vacation and sick pay, service credited for purposes of vesting and eligibility under any Company Plan, status as full-time or part time, current status as either active or on leave and, if on leave, the type and beginning date of such leave. The Company and each of its Subsidiaries has complied in all material respects with all applicable laws, rules and regulations which relate to prices, wages, hours, discrimination in employment and collective bargaining and to the operation of its business and is not liable for any arrears of wages or any withholding taxes or penalties for failure to comply with any of the foregoing. Neither the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, is a party to or bound by any collective bargaining agreement, agreement or labor union contract or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a contract. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor organization practice with respect to any Persons employed by or otherwise performing services primarily for the Company or any of its Subsidiaries. To Subsidiaries (the knowledge of the Company, there are“Company Business Personnel”), and for the past three years have been, there is no activities unfair labor practice complaint or proceedings of any labor grievance pending or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage threatened in writing against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable state agency with respect to the Company Business Personnel. There is no labor strike, dispute, slowdown or stoppage pending or, to the Knowledge of the Company’s knowledge, threatened, that threatened against or affecting the Company or any of its Subsidiaries which may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation Laws.

Employment and Labor Matters. Neither Except as set forth in Section 3.14 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, is a party to or bound by any collective bargaining agreement, labor union contract contract, or trade union agreement (each each, a “Collective Bargaining Agreement”). Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and no employee is represented by a labor organization its Subsidiaries are in compliance with respect the terms and conditions of the Collective Bargaining Agreements and applicable Laws pertaining to the Company or any of its SubsidiariesCollective Bargaining Agreements. To the knowledge of the Company, as of the date hereof, there are, and for the past three years have been, are no material activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Except as set forth in Section 3.14 of the Company Disclosure Schedule, as of the date hereof, no Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There isExcept as would not reasonably be expected to have, and for individually or in the past three years has beenaggregate, a Material Adverse Effect, as of the date hereof, there is no strike, lockout, slowdown slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened. Except as would not reasonably be expected to have, that may interfere individually or in any material respect with the respective business activities of the Company or any of its Subsidiaries. There aggregate, a Material Adverse Effect, (i) there is no pending, or to the knowledge of the Company, threatened pending charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and (ii) none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied with all laws Laws regarding employment and employment practicespractices (including anti-discrimination), terms and conditions of employment and wages and hours (including, without limitation, including classification of employees), immigration employees and equitable pay practices) and other laws Laws in respect of any reduction in force, force (including without limitation, notice, information and consultation requirements), and no claims relating to non-compliance with the foregoing are pending or, to the Company’s knowledge, threatened. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, to the knowledge of the Company, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts required to be paid that are due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or insurance/workers’ compensation Laws.

Employment and Labor Matters. Neither (a) Section 3.13(a) of the Seller Disclosure Schedule sets forth an accurate and complete list of all Employees as of the date of this Agreement, along with the position, date of hire or engagement, annual base compensation and location with respect to such Persons, in each case, to the extent permitted by applicable Law. (b) None of the Seller, any Selling Affiliate or any Acquired Company nor any of its Subsidiaries is, or since December 31, 2018 has been, is a party to or bound by or negotiating the terms of any collective bargaining agreementagreement applicable to, labor union contract or trade union agreement (each a “Collective Bargaining Agreement”)and, and no employee is represented by a labor organization with respect to the Company Seller’s 39 Knowledge, no petition has been filed or Proceedings instituted by, any Employee or group of its SubsidiariesEmployees in the United States with any labor relations board seeking recognition of a bargaining representative. To the knowledge of the CompanySeller’s Knowledge, there are, and for the past three years have been, is no activities organizational effort currently being made or proceedings threatened by or on behalf of any labor or trade union to organize any employees of Employees in the Company United States and no such efforts or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by threats have been made in the Company or any of its Subsidiariespreceding five years. There isis no labor strike, and for the past three years has beenpicketing, no strikeslowdown, lockout, slowdown employee grievance process or other work stoppage against the Company or any of its Subsidiaries labor dispute pending or, to the Seller’s Knowledge, threatened between the Seller, any Selling Affiliate or any Acquired Company’s knowledge, threatenedon the one hand, that may interfere in any material respect with the respective business activities of the Company or and any of its SubsidiariesEmployees, on the other hand, and there have been no such circumstances in the preceding five years, except for such disputes with individual Employees arising in the ordinary course of the Business. There is no pendingThe Seller, or the Selling Affiliates and the Acquired Companies are in material compliance with all applicable Laws pertaining to the knowledge employment of their Employees, including but not limited to all such Laws relating to fair employment practices, equal employment opportunities, prohibited discrimination and other similar employment activities, the classification of individuals as contractors, the WARN Act, the provision of meal and rest breaks to employees, and the classification of employees as exempt from overtime or maximum hours restrictions. Except as set forth in Section 3.13(b) of the CompanySeller Disclosure Schedule, threatened charge or complaint against the Company or any of its Subsidiaries by or before Seller, the National Labor Relations Board or any comparable Governmental Entity, Selling Affiliates and none of the Company and its Subsidiaries Acquired Companies are a party, or otherwise bound by, not parties to any consent decree with, or citation by, any Governmental Entity relating to employees or employment practicesmatters in connection with the Business. Except as would not reasonably set forth in Section 3.13(b) of the Seller Disclosure Schedule, no Proceeding has been brought or threatened to be expected to havebrought against the Seller, the Selling Affiliates or the Acquired Companies in the preceding three years by any labor organization, governmental unit, or prospective, current or former employee in connection with the Business, which, individually or in the aggregate, if adversely decided, may reasonably or did create a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions liability in excess of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements$100,000. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation Laws.Section 3.14

Employment and Labor Matters. Neither Except as set forth in Section 3.13 of the Company nor any Seller Disclosure Schedule, as of its Subsidiaries isthe date hereof, or since December 31, 2018 has been, none of the Acquired Companies is a party to or bound by any collective bargaining agreementagreement and, labor union contract or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization with respect to the Company or any of its Subsidiaries. To the knowledge Knowledge of the CompanySellers, no petition has been filed or Proceedings instituted by any Employee or group of Employees of the Acquired Companies with any labor relations board seeking recognition of a bargaining representative. Except as set forth in Section 3.13 of the Seller Disclosure Schedule, there areis no labor strike, and for the past three years have beenpicketing, no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strikeslowdown, lockout, slowdown employee grievance process or other work stoppage against the Company or any of its Subsidiaries labor dispute pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities Knowledge of the Sellers, threatened between any Acquired Company or on the one hand, and any of its Subsidiariestheir Employees, on the other hand, except as would not have a Material Adverse Effect and except for such disputes with individual employees arising in the ordinary course of business. There To the Sellers' Knowledge, as of the date of this Agreement, there is no pending, organizing activity involving the Acquired Companies pending or to the knowledge threatened by any labor organization or group of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practicesEmployees. Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, for there are no complaints, charges or claims against the past three yearsAcquired Companies pending or, to the Knowledge of the Sellers, threatened that could be brought or filed, with any Governmental Authority based on, arising out of, in connection with or otherwise relating to the employment or termination of employment of or failure to employ, any individual. Except as would not have a Material Adverse Effect, to the Sellers' Knowledge, the Company and its Subsidiaries Acquired Companies (i) have complied no direct or indirect liability with respect to any misclassification of any Person as an independent contractor rather than as an employee, (ii) are in compliance in all material respects with all laws regarding employment and applicable Laws respecting employment, employment practices, labor relations, employment discrimination, health and safety, terms and conditions of employment and wages and hours hours, and (includingiii) have not received any written remedial order or notice of offense under applicable occupational health and safety Law. To the Sellers' Knowledge, without limitationnone of the Acquired Companies have incurred, classification and nor do any of employees)them reasonably expect to incur, immigration any liability or obligation under the WARN Act, and other laws in respect of any reduction in forcethe regulations promulgated thereunder, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance similar state or workers’ compensation Lawslocal Law which remains unsatisfied.

Employment and Labor Matters. Neither (a) Except for the Contributor, no entity in the Company nor any of its Subsidiaries is, Group has or since December 31, 2018 has been, a party had employees or has engaged individual independent contractors to or bound by any collective bargaining agreement, labor union contract or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization with respect to the Company or any of its Subsidiariesperform services. To the knowledge of the CompanyContributor’s Knowledge, there areContributor is, and has been for the past three years have been, no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three five (5) years, the Company and its Subsidiaries have complied in material compliance with all laws regarding employment and applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification and is not liable for any arrears of employees), immigration and other laws in wages or penalties with respect of any reduction in force, including without limitation, notice, information and consultation requirementsthereto. Except as would set forth on Section 3.18(a) of the Contributor Disclosure Schedule, no Action is pending or has been pending within the prior five (5) years, or to the Contributor’s Knowledge, is threatened against the Contributor (or any of its officers, directors, executives or department supervisors) relating to any employment, independent contractor or consulting contract, any collective bargaining obligation or agreement, discrimination, harassment, pay equity, human rights, equal opportunity, overtime exemption classification, wages and hours, independent contractor classification, labor relations, plant closing notification, occupational health and safety, leave of absence requirements, privacy rights, retaliation, immigration, wrongful discharge, or other violation of the rights of current or former employees, current or former independent contractors, current or former consultants, or employment candidates. In the past five (5) years, to the extent Contributor has received employment discrimination or sexual harassment allegations of, or against, any of its employees, Contributor has promptly, thoroughly and impartially investigated all such allegations, and when indicated by its policies, Contributor has taken prompt corrective action that is reasonably calculated to prevent further discrimination or harassment and does not reasonably be expected expect to haveincur any material liability with respect to any such allegations. As of the date hereof, individually all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors and consultants of Contributor for services performed on or prior to the date hereof have been paid in full (or accrued in full on the aggregate, a Company Material Adverse Effect, Interim Balance Sheet) and there are no outstanding assessmentsagreements, penalties, fines, Liens, charges, surcharges understandings or other amounts due or owing by commitments of the Company or any of its Subsidiaries pursuant Contributor with respect to any workplace safety compensation, commissions or bonuses. All amounts that Contributor is legally required to withhold from its employees’ wages and insurance to pay to any Governmental Authority as required by applicable law have been withheld and paid, and Contributor has no outstanding obligation to make any such withholding or workers’ compensation Lawspayment, other than with respect to an open payroll period.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries isis a party to any Collective Bargaining Agreement with respect to employees of the Company or any of its Subsidiaries (each, a “Company Employee”) that has had or since December 31could have a Company Material Adverse Effect, 2018 has been, other than those that the Company or any of its Subsidiaries may be deemed to be a party to or bound by any collective bargaining agreement, labor union contract or trade union agreement (each as a “Collective Bargaining Agreement”), and no employee is represented by result of doing business in a labor organization with respect to the Company or any of its Subsidiariesparticular jurisdiction. To the knowledge Company’s knowledge, as of the Companydate hereof, there are, and for the past three years have been, are no activities or proceedings of any labor or trade union union, staff association or other body to organize any employees of the Company Employee where such activities or any of its Subsidiariesproceedings could have a Company Material Adverse Effect. No material Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its SubsidiariesSubsidiaries with respect to any Company Employees. There is Since January 1, 2018, there has been no pendingactual, or to the knowledge of the Company’s knowledge, threatened charge unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or complaint other labor disputes against or affecting the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of involving the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to haveEmployees that would, individually or in the aggregate, have a Company Material Adverse Effect and there are no circumstances which could or might give rise to any such dispute that would, individually or in the aggregate, have a Company Material Adverse Effect. The Company is, for the past three yearsand has been, the Company and its Subsidiaries have complied in compliance with all laws Laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, including classification of employees), immigration ) and other laws Laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as , except where any such noncompliance would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect, there . There are no outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or insurance/workers’ compensation Laws, in each case, that had or could have a Company Material Adverse Effect. The Company has provided to Parent, as applicable, a schedule that sets forth, personnel number, personnel area, position title, and either (x) action date, action type and action reason or (y) the furlough start and end dates, as applicable, of each employee, if any, who has suffered an “employment loss” under the WARN Act or has been on furlough, temporary layoff or a reduced work schedule, within the past ninety (90) days prior to the date hereof, as well as the applicable termination date or commencement of any such furlough, temporary layoff or reduced work schedule.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries isExcept as set forth in Schedule 5.20, or since December 31, 2018 has been, Seller is not a party to or bound by (a) any collective bargaining agreement, labor union contract (b) any agreement respecting the employment of any officer or trade union any other employee, or (c) any agreement (for the provision of consulting or other professional services which is not cancelable without penalty on less than 30 days' notice, in each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization case with respect to the Company or any of its Subsidiaries. To the knowledge of the Company, there are, and for the past three years have been, no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practicesBusiness. Except as would set forth in Schedule 5.20, within the last five years Seller has not reasonably be expected experienced any labor disputes, union organization attempts or any work stoppage due to havelabor disagreements in connection with the Business. Except to the extent set forth in Schedule 5.20, individually or with respect to the Business, (a) Seller is in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied compliance in all material respects with all laws regarding Applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours hours, and is not engaged in any unfair labor practice; (includingb) there is no unfair labor practice charge or complaint against Seller pending or, without limitationto the best of Parent's and Seller's knowledge, classification threatened; (c) there is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or, to the best of employees)Parent's and Seller's knowledge, immigration threatened against or affecting Seller nor any secondary boycott with respect to services of Seller; (d) no question concerning representation has been raised or is threatened respecting the employees of Seller of the Business; (e) no grievance which has had or could have a material adverse effect on Seller, nor any arbitration proceedings arising out of or under collective bargaining agreements, is pending and other laws in respect of any reduction in force, including without limitation, notice, information no such claim therefor exists; and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (f) there are no outstanding assessments, penalties, fines, Liens, charges, surcharges administrative charges or court complaints against Seller concerning alleged employment discrimination or other amounts due employment related matters pending or owing by threatened before the Company U.S. Equal Employment Opportunity Commission or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation Lawsother governmental entity.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries is, is or since December 31, 2018 has been, a party to or bound by any collective bargaining agreement, labor union contract contract, or trade union agreement (each each, a “Collective Bargaining Agreement”), and no employee . No Company Employee is represented by a labor organization for purposes of collective bargaining with respect to the Company or any of its Subsidiaries. To the knowledge of Company’s Knowledge, from January 1, 2013 through the Companydate hereof, there are, and for the past three years have been, been no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its SubsidiariesEmployees. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There isFrom January 1, and for 2013 through the past three years date hereof, there has been, been no strike, lockout, slowdown slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledgeKnowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened pending charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable U.S. or foreign Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or set forth in Section 4.14 of the aggregate, a Company Material Adverse Effect, for the past three yearsDisclosure Schedules, the Company and its Subsidiaries have complied in all material respects with all laws Applicable Law regarding employment and employment practicespractices (including discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees), terms and conditions of employment and wages and hours (including, without limitation, including classification of employees), immigration employees and other laws equitable pay practices) and Applicable Law in respect of any reduction in force, force (including without limitation, notice, information and consultation requirements), and, except as set forth in Section 4.14 of the Company Disclosure Schedules, no claims relating to non-compliance with the foregoing are pending or, to the Company’s Knowledge, threatened. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there There are no material outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts due or owing by the Company pursuant to Applicable Law regarding workplace safety or insurance/workers’ compensation, the Company and its Subsidiaries have not been reassessed in any material respect under such Applicable Law during the past three (3) years, and there are no claims that may materially affect the accident cost experience of the Company or its Subsidiaries. Section 4.14 of the Company Disclosure Schedules sets forth a true and complete list of all written notices or, to the Company’s Knowledge, other communications received since January 1, 2010 by the Company or any of its Subsidiaries pursuant to from any Governmental Entity or other Third Party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other Applicable Law establishing standards of, or otherwise relating to, workplace safety and insurance or workers’ compensation Lawssafety.

Employment and Labor Matters. Neither Except as set forth in Schedule 5.20, neither Parent, Seller nor the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, is a party to or bound by (a) any collective bargaining agreement, labor union contract (b) any agreement respecting the employment of any officer or trade union any other employee, or (c) any agreement (for the provision of consulting or other professional services which is not cancelable without penalty on less than 30 days' notice, in each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization case with respect to the Company or any of its Subsidiaries. To the knowledge of the Company, there are, and for the past three years have been, no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practicesBusiness. Except as would not reasonably be expected to haveset forth in Schedule 5.20, individually or in within the aggregatelast five years neither Parent, a Company Material Adverse Effect, for the past three years, Seller nor the Company has experienced any labor disputes, union organization attempts or any work stoppage due to labor disagreements in connection with the Business. Except to the extent set forth in Schedule 5.20, with respect to the Business, (a) Parent and its Subsidiaries Seller have complied complied, and the Company is in compliance, in all material respects with all laws regarding Applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours hours, and is not engaged in any unfair labor practice, in connection with the Business; (includingb) there is no unfair labor practice charge or complaint against Parent, without limitationSeller or the Company pending or, classification to the best of employees)the Company's, immigration Parent's and other laws Seller's knowledge, threatened in connection with the Business; (c) there is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or, to the best of the Company's, Parent's and Seller's knowledge, threatened against or affecting the Business nor any secondary boycott with respect to services of the Business; (d) no question concerning representation has been raised or is threatened respecting the employees of Seller of the Business or of the Company; (e) no grievance which has had or could have a material adverse effect on the Business, nor any reduction in forcearbitration proceedings arising out of or under collective bargaining agreements, including without limitation, notice, information is pending and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no such claim therefor exists; and (f) there are no outstanding assessmentsadministrative charges or court complaints against Parent, penalties, fines, Liens, charges, surcharges Seller or the Company concerning alleged employment discrimination or other amounts due employment related matters pending or owing by threatened before the Company U.S. Equal Employment Opportunity Commission or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation Lawsother governmental entity in connection with the Business.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries isis or has since January 1, or since December 31, 2018 has 2011 been, a party to or bound by any collective bargaining agreement, labor union contract contract, or trade union agreement (each a “Collective Bargaining Agreement”), and no . No employee of the Company or any of its Subsidiaries is represented by a labor organization for purposes of collective bargaining with respect to the Company or any of its Subsidiaries. To the knowledge of the Company, from June 30, 2014 through the date hereof, there are, and for the past three years have been, been no material activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by From January 1, 2011 through the Company or any of its Subsidiaries. There isdate hereof, and for the past three years there has been, been no strike, lockout, slowdown slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere would reasonably be expected to have a Material Adverse Effect on the Company. Except as has not had and would not reasonably be expected to have, individually or in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pendingaggregate, or to the knowledge of a Material Adverse Effect on the Company, threatened (i) there is no pending charge or complaint against the Company or any of its Subsidiaries by or before the U.S. National Labor Relations Board or any comparable Governmental Entity, and (ii) none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for Effect on the past three yearsCompany, the Company and its Subsidiaries have complied with all laws Laws regarding employment and employment practicespractices (including anti-discrimination), terms and conditions of employment and wages and hours (including, without limitation, including classification of employees), immigration employees and equitable pay practices) and other laws Laws in respect of any reduction in force, force (including without limitation, notice, information and consultation requirements), and no claims relating to non-compliance with the foregoing are pending or, to the Company’s knowledge, threatened. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or insurance/workers’ compensation Laws.

Employment and Labor Matters. Neither Except as set forth on Schedule 4.2(t), each of the Company nor Companies, and to each of the Sellers’ Knowledge, their respective officers, executives, managers and employees have complied and are in compliance in all material respects with all applicable Laws respecting employment or labor, termination of employment and notice upon termination, fair employment practices and equal opportunity, nondiscrimination, harassment, retaliation, human rights, compensation, withholding, pay equity, immigration, collective bargaining, terms and conditions of employment, workers’ compensation, worker classifications, occupational safety, plant closings and wages and hours. Each of the Companies 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 threatened before any Governmental Authority. In the past three (3) years neither of the Companies has experienced any material work stoppage, slowdown, labor dispute, allegation, charge, grievance or complaint of unfair labor practice; nor, to the Companies’ Knowledge, has any such Action been threatened against either of the Companies. There are no material disputes pending or, to the Companies’ Knowledge, threatened, between either of the Companies and any of its Subsidiaries is, their employees or since December 31, 2018 has been, former employees or employee organizations. Neither of the Companies is a party to or bound by any collective bargaining agreement, agreement or other labor union or works council contract or trade union agreement (applicable to persons employed by the applicable Company, nor, to each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization with respect to the Company or any of its Subsidiaries. To the knowledge of the CompanySellers’ Knowledge, are there are, and for or have there been in the past three (3) years have been, no any activities or proceedings of any labor or trade union to organize any employees such employees. To each of the Company Sellers’ Knowledge, neither of the Sellers nor any manager or executive of either of the Companies has any plans to terminate employment with either of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company Companies within twelve (12) months of the date hereof or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect connection with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation LawsFirst Closing.

Employment and Labor Matters. Neither As of the Company nor any of its Subsidiaries isdate hereof, or since December 31AgEagle is not, 2018 and has not been, a party to or bound by any collective bargaining agreement, labor union contract contract, or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization for purposes of collective bargaining with respect to the Company or any of its SubsidiariesAgEagle. To the knowledge of AgEagle, as of the Companydate hereof, there are, and for the past three years have been, are no activities or proceedings of any labor or trade union to organize any employees of AgEagle. As of the Company or any of its Subsidiaries. No date hereof, no Collective Bargaining Agreement is being negotiated by AgEagle. As of the Company or any of its Subsidiaries. There isdate hereof, and for the past three years has been, there is no strike, lockout, slowdown slowdown, or work stoppage against the Company or any of its Subsidiaries AgEagle pending or, to the Company’s knowledgeknowledge of AgEagle, threatened, that may interfere in any material respect with the respective business activities of AgEagle taken as a whole. Except as would not have, individually or in the Company or any of its Subsidiaries. There aggregate, a Material Adverse Effect, there is no pending, or to the knowledge of the Company, threatened pending charge or complaint against the Company or any of its Subsidiaries AgEagle by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are AgEagle is not a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have AgEagle has complied with all laws applicable Laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, including classification of employees), immigration ) and other laws applicable Laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there There are no outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts due or owing by the Company or any of its Subsidiaries AgEagle pursuant to any workplace safety and insurance or insurance/workers’ compensation Laws.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, is a party to or bound by any collective bargaining agreementagreement or other Contract with a labor union, trade union, works council, or other labor union contract organization respecting labor or trade union agreement employment matters (each each, a “Collective Bargaining Agreement”), and no employee nor is any such agreement currently being negotiated. No current Company Employee is represented by a labor organization for purposes of collective bargaining with respect to the Company or any of its Subsidiaries. To the knowledge of the Company’s Knowledge, there are, and for the past three years since January 1, 2017 have been, no activities or proceedings of any labor union, trade union, works council, or trade union other labor organization to organize any employees of the Company or any of its SubsidiariesEmployees. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There isSince January 1, and for the past three years 2017, there has been, been no strike, lockout, slowdown slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledgeKnowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened pending charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable U.S. or foreign Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or set forth in Section 4.14 of the aggregate, a Company Material Adverse Effect, for the past three yearsDisclosure Letter, the Company and its Subsidiaries are, and since January 1, 2017 have complied been, in compliance in all material respects with all laws Applicable Laws and Orders regarding labor, employment and employment practicespractices (including discrimination, fair labor standards and occupational health and safety, wrongful discharge or violations of the personal rights of employees, former employees or prospective employees, terms and conditions of employment and wages and hours (including, without limitation, including classification of employeesemployees and equitable pay practices), immigration worker classification, immigration, collective bargaining, and other laws reductions in respect of any reduction in force, force (including without limitation, notice, information and consultation requirements)). Except as would not reasonably be expected Section 4.14 of the Company Disclosure Letter sets forth a true and complete list of all material written notices or, to havethe Company’s Knowledge, individually or in the aggregateother communications received since January 1, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing 2017 by the Company or any of its Subsidiaries pursuant from any Governmental Entity or other Third Party regarding any actual or possible violation of the Occupational Safety and Health Act of 1970, as amended, and the rules promulgated thereunder or any other Applicable Law establishing standards of, or otherwise relating to, workplace safety. Since January 1, 2017, the Company and each of its Subsidiaries has promptly, thoroughly and impartially investigated all employment discrimination and sexual harassment allegations of, or against, any employee. With respect to each such allegation the Company deemed to be substantiated, the Company and each of its Subsidiaries has taken prompt corrective action that is reasonably calculated to prevent further discrimination and harassment and the Company and its Subsidiaries do not reasonably expect to incur any material Liability with respect to any workplace safety and insurance or workers’ compensation Lawssuch allegations.

Employment and Labor Matters. Neither the Company Parent nor any of its Subsidiaries isis a party to any Collective Bargaining Agreement with respect to employees of Parent or any of its Subsidiaries (each, an “Parent Employee”) that has had or since December 31could have a Parent Material Adverse Effect, 2018 has been, other than those that Parent or any of its Subsidiaries may be deemed to be a party to or bound by any collective bargaining agreement, labor union contract or trade union agreement (each as a “Collective Bargaining Agreement”), and no employee is represented by result of doing business in a labor organization with respect to the Company or any of its Subsidiariesparticular jurisdiction. To the knowledge Parent’s knowledge, as of the Companydate hereof, there are, and for the past three years have been, are no activities or proceedings of any labor or trade union union, staff association or other body to organize any employees of the Company Parent Employee where such activities or any of its Subsidiariesproceedings could have a Parent Material Adverse Effect. No material Collective Bargaining Agreement is being negotiated by the Company or Parent or, to Parent’s knowledge, any of its SubsidiariesSubsidiaries with respect to any Parent Employees. There isSince January 1, and for the past three years 2018, there has beenbeen no actual, no strikeor to Parent’s knowledge, lockoutthreatened unfair labor practice charges, slowdown grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or work stoppage other labor disputes against the Company or affecting Parent or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, involving Parent Employees that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to havewould, individually or in the aggregate, have a Company Parent Material Adverse Effect and there are no circumstances which could or might give rise to any such dispute that would, individually or in the aggregate, have a Parent Material Adverse Effect. Parent is, for the past three yearsand has been, the Company and its Subsidiaries have complied in compliance with all laws Laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, including classification of employees), immigration ) and other laws Laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as , except where any such noncompliance would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Company Parent Material Adverse Effect, there . There are no material outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts due or owing by the Company or any of its Subsidiaries Parent pursuant to any workplace safety and insurance or insurance/workers’ compensation Laws, in each case, that could have a Parent Material Adverse Effect.

Employment and Labor Matters. Neither (a) Section 3.17(a) of the Company nor Seller Disclosure Schedule sets forth an accurate and complete list of all employees and independent contractors currently performing services for any Acquired Company, including each individual’s gross annual remuneration, seniority, professional rank, job position, accrued but unused sick and vacation leave or paid time off, social security contribution and type of its Subsidiaries isemployment contract, and all collective bargaining, works council, employee representative or other Contract with any labor union, works council, or since December 31, 2018 has been, a party to or bound by representative of any collective bargaining agreement, labor union contract or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization with respect to the Company or any of its Subsidiariesgroup. To the knowledge Sellers’ Knowledge, except as set forth on Section 3.17(a) of the CompanySeller Disclosure Schedule, there areare no third party service providers that could reasonably allege that they should be considered employees of any Acquired Company. To the Sellers’ Knowledge, no director, officer, key employee or group of employees of any Acquired Company intends to terminate his, her or their employment with any Acquired Company. The Acquired Companies comply in full in all material respects with current applicable Law concerning employment and Social Security. In particular, the Acquired Companies have hired their employees in observance of all current applicable Law in all material respects, have paid their remuneration and are in good standing in respect of their obligations to the employees, and for have complied in due time and form with all their Tax obligations and obligations regarding Social Security contributions relating to the employees in all material respects. To the Sellers’ Knowledge, and except as set forth in Section 3.17(a) of the Seller Disclosure Schedule, there has been no union organizing, election or other activities made or threatened at any time within the past three years have been, no activities by or proceedings on behalf of any union, works council, employee representative or other labor organization or trade union group of employees with respect to organize any employees of the any Acquired Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated except as required by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiariesapplicable Law. There is no pendingunion, or to the knowledge of the Companyworks council, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges employee representative or other amounts due or owing by the Company or any of its Subsidiaries labor organization, which, pursuant to any workplace safety and insurance applicable Law, must be notified, consulted or workers’ compensation Lawswith which negotiations need to be conducted in connection with the transactions contemplated by this Agreement.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries isis or has since January 1, or since December 31, 2018 has 2011 been, a party to or bound by any collective bargaining agreement, labor union contract contract, or trade union agreement (each a “"Collective Bargaining Agreement”"), and no . No employee of the Company or any of its Subsidiaries is represented by a labor organization for purposes of collective bargaining with respect to the Company or any of its Subsidiaries. To the knowledge of the Company, from June 30, 2014 through the date hereof, there are, and for the past three years have been, been no material activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by From January 1, 2011 through the Company or any of its Subsidiaries. There isdate hereof, and for the past three years there has been, been no strike, lockout, slowdown slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s 's knowledge, threatened, that may interfere would reasonably be expected to have a Material Adverse Effect on the Company. Except as has not had and would not reasonably be expected to have, individually or in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pendingaggregate, or to the knowledge of a Material Adverse Effect on the Company, threatened (i) there is no pending charge or complaint against the Company or any of its Subsidiaries by or before the U. S. National Labor Relations Board or any comparable Governmental Entity, and (ii) none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for Effect on the past three yearsCompany, the Company and its Subsidiaries have complied with all laws Laws regarding employment and employment practicespractices (including anti-discrimination), terms and conditions of employment and wages and hours (including, without limitation, including classification of employees), immigration employees and equitable pay practices) and other laws Laws in respect of any reduction in force, force (including without limitation, notice, information and consultation requirements), and no claims relating to non-compliance with the foregoing are pending or, to the Company's knowledge, threatened. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or insurance/workers’ ' compensation Laws.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries isis or has since August 27, or since December 31, 2018 has 2011 been, a party to or bound by any collective bargaining agreement, labor union contract contract, or trade union agreement (each each, a “Collective Bargaining Agreement”), and no . No employee of the Company or any of its Subsidiaries is represented by a labor organization for purposes of collective bargaining with respect to the Company or any of its Subsidiaries. To the knowledge of the Company, from August 31, 2013 through the date hereof, there are, and for the past three years have been, been no material activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There isFrom August 27, and for 2011 through the past three years date hereof, there has been, been no strike, lockout, slowdown slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may would interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pendingExcept as has not had and would not reasonably be expected to have, individually or to in the knowledge of aggregate, a Material Adverse Effect on the Company, threatened (i) there is no pending charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and (ii) none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for Effect on the past three yearsCompany, the Company and its Subsidiaries have complied with all laws regarding employment and employment practicespractices (including anti-discrimination), terms and conditions of employment and wages and hours (including, without limitation, including classification of employees), immigration employees and equitable pay practices) and other laws in respect of any reduction in force, force (including without limitation, notice, information and consultation requirements), and no claims relating to non-compliance with the foregoing are pending or, to the Company’s knowledge, threatened. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or insurance/workers’ compensation Laws.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, (a) Seller is not a party to or bound by any collective bargaining agreement, labor agreement or union contract which covers employees involved in Seller's MCO Business or trade union agreement (each a “Collective Bargaining Agreement”)the Purchased Assets, and no employee such collective bargaining agreement or union contract is represented by a labor organization being negotiated with respect to employees of Seller. Purchaser is not required to assume any obligations of Seller under any employment contract or other employment relationship to which Seller is a party. Purchaser shall have no legal obligation to hire or employ any of Seller's employees; however, if Purchaser desires to hire any such employees involved in the Company day-to-day operations of Seller's MCO Business, Seller will not take any action to interfere with Purchaser's efforts to hire such employees. Purchaser shall have no obligation or liability to any employee of Seller who refuses, for any reason, any offer of employment made to such employee by Purchaser. Seller has paid in full, or will pay, to all employees of Seller's MCO Business, in the normal course of its operations, all wages, salaries, commissions, bonuses and other direct compensation for all services performed by them. Upon the Closing or upon termination of the employment of any of said employees by Seller, Purchaser will not be liable to any of said employees for so-called "severance pay" or any of its Subsidiariesother payments except to the extent such liability is included as an Assumed Obligation. To the knowledge of the CompanySeller is in compliance with all federal, there arestate and local laws, ordinances and regulations relating to employment and employment practices at Seller's MCO Business, and for the past three years all employee benefit plans and tax laws relating to employment at Seller's MCO Business, except where such non-compliance would not have been, no activities a materially adverse effect on Seller's MCO Business after Closing or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiarieson Purchaser. There is no pending, or to the knowledge of the Company, threatened charge or unfair labor practice complaint against the Company or any of its Subsidiaries by or Seller relating to Seller's MCO Business pending before the National Labor Relations Board or any comparable Governmental Entitysimilar agency or body. There is no labor strike, and none dispute, slow-down or stoppage actually pending or, to the knowledge of Seller, threatened against or involving Seller's MCO Business. Prior to or at the time of the Company and its Subsidiaries are Closing, Seller will terminate the employment of all employees working for Seller's MCO Business unless Seller has elected to retain such employees on Seller's payroll. Purchaser shall have no obligation for any payments to any qualified or non-qualified pension, profit sharing, or employee benefit plan to which Seller has been a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation Laws.

Employment and Labor Matters. Neither (a) (i) There is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or to the Company’s Knowledge, threatened against or affecting the Company or any Subsidiary and since the Company’s inception there has not been any such action; (ii) neither the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, Subsidiary is a party to or bound by any collective bargaining agreementor similar agreement with any labor organization, labor union contract or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a work rules or practices agreed to with any labor organization with respect or employee association applicable to the Company or any of its Subsidiaries. To the knowledge of the Company, there are, and for the past three years have been, no activities or proceedings of any labor or trade union to organize any employees of the Company or any Subsidiary; (iii) none of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities employees of the Company or any of its Subsidiaries. There is no pending, Subsidiary are represented by any labor organization or employee association and to the knowledge Company’s Knowledge there are no current union organizing activities among the employees of the Company, threatened charge or complaint against the Company or any Subsidiary and no question concerning representation exist concerning such employees; (iv) the Company has provided to Purchaser true, correct and complete copies of its Subsidiaries by all written personnel policies, rules or before the National Labor Relations Board or any comparable Governmental Entity, and none procedures applicable to employees of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, Subsidiaries; (v) the Company and its the Subsidiaries are and have complied at all times been, in material compliance with all applicable laws regarding respecting employment and employment practices, terms and conditions of employment, wages, hours of work, overtime classification, immigration, equal employment opportunity, and wages occupational safety and hours (includinghealth, without limitationand are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation, and are, and have at all times been, in compliance with all applicable laws respecting the classification of employees)employees and independent contractors, immigration and other laws in respect (vi) there is no unfair labor practice charge, charge of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges discrimination or other amounts due or owing by complaint against the Company or any Subsidiary pending or, to the Company’s Knowledge, threatened before the National Labor Relations Board, the Equal Employment Opportunity Commission, the California Department of its Subsidiaries pursuant Fair Employment and Housing or any other agency responsible for the prevention of unlawful employment practices; and (vii) there are no complaints, controversies, charges, lawsuits or other proceedings pending or, to the Company’s Knowledge, threatened to be brought by any workplace safety applicant for employment or current or former employees alleging breach of any express or implied contract for employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. There are no employment contracts, severance agreements, retention agreements, change in control agreements or confidentiality agreements (other than standard employee proprietary information and insurance invention agreements) with any employees of the Company or workers’ compensation Lawsany Subsidiary. The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach or other violation of any collective bargaining agreement or any other employment contract or arrangement to which the Company or any Subsidiary is a party. For purposes of this Section 3.16(a), the term “employees of the Company” or similar terminology includes employees of Seller who will be transferred to the Company on or prior to the Closing Date.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, (a) Seller is not a party to or bound by any collective bargaining agreement, labor agreement or union contract which covers employees involved in the Business or trade union agreement (each a “Collective Bargaining Agreement”), the Purchased Assets and no employee such collective bargaining agreement or union contract is represented by a labor organization being negotiated with respect to such employees of Seller. Purchaser is not required to assume any obligations of Seller under any employment contract or other employment relationship to which Seller is a party. Except as set forth in Paragraph 7.5 or the Company Transition Service Agreement referenced in Paragraph 1.4, Purchaser shall have no legal obligation to hire or employ any of its Subsidiaries. To Seller's employees; however, if Purchaser desires to hire any such employees involved in the knowledge day to day operation of the CompanyBusiness, there areSeller will not take any action to interfere with Purchaser's efforts to hire such employees. Purchaser shall have no obligation or liability to any employee of Seller who refuses, and for the past three years have beenany reason, no activities any offer of employment made to such employee by Purchaser. Seller has paid in full, or proceedings of any labor or trade union will pay, to organize any all employees of the Company Business, in the normal course of its operations, all wages, salaries, commissions, bonuses and other direct compensation for all services performed by them. Upon the Closing or upon termination of the employment of any of said employees by Seller, Purchaser will not be liable to any of said employees for so-called "severance pay" or any of its Subsidiariesother payments except to the extent such liability is included as an Assumed Obligation. No Collective Bargaining Agreement Seller is being negotiated by in compliance with all federal, state and local laws, ordinances and regulations relating to employment and employment practices at the Company or any of its Subsidiaries. There isBusiness, and for all employee benefit plans and tax laws relating to employment at the past three years has beenBusiness, no strike, lockout, slowdown except where such non-compliance would not have a materially adverse effect on the Business after Closing or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiarieson Purchaser. There is no pending, or unfair labor practice complaint against Seller relating to the knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or Business pending before the National Labor Relations Board or any comparable Governmental Entitysimilar agency or body. There is no labor strike, and none dispute, slow-down or stoppage actually pending or, to the knowledge of Seller, threatened against or involving the Business. Prior to or at the time of the Company and its Subsidiaries are Closing, Seller will terminate the employment of all employees working for the Business unless Seller has elected to retain such employees on Seller's payroll. Purchaser shall have no obligation for any payments to any qualified or non-qualified pension, profit sharing, or employee benefit plan to which Seller has been a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation Laws.

Employment and Labor Matters. Neither (a) (i) There is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or to the Company's Knowledge, threatened against or affecting the Company nor and since the Company's inception there has not been any of its Subsidiaries is, or since December 31, 2018 has been, such action; (ii) the Company is not a party to or bound by any collective bargaining agreementor similar agreement with any labor organization, or work rules or practices agreed to with any labor union contract organization or trade union agreement employee association applicable to employees of the Company; (each a “Collective Bargaining Agreement”), and no employee is iii) none of the employees of the Company are represented by a any labor organization with respect to or employee association and the Company or has no knowledge of any of its Subsidiaries. To current union organizing activities among the knowledge employees of the Company, there arenor does any question concerning representation exist concerning such employees; (iv) the Company has provided to Parent true, correct and for the past three years have beencomplete copies of all written personnel policies, no activities rules or proceedings of any labor or trade union procedures applicable to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by Company; (v) the Company or any of its Subsidiaries. There is, and for the past three years has at all times been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied compliance with all applicable laws regarding respecting employment and employment practices, terms and conditions of employment, wages, hours of work, overtime classification, immigration, equal employment opportunity, and wages occupational safety and hours (includinghealth, without limitationand is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation, and is, and has at all times been, in compliance with all applicable laws respecting the classification of employees)employees and independent contractors, immigration (vi) there is no unfair labor practice charge, charge of discrimination or other complaint against the Company pending or, to the Company's knowledge, threatened before the National Labor Relations Board, the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing or any other laws in respect agency responsible for the prevention of any reduction in force, including without limitation, notice, information unlawful employment practices; and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (vii) there are no outstanding assessmentscomplaints, penalties, fines, Lienscontroversies, charges, surcharges lawsuits or other amounts due proceedings pending or, to the Company's knowledge, threatened to be brought by any applicant for employment or owing current or former employees alleging breach of any express or implied contract for employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. There are no employment contracts, severance agreements, retention agreements, change in control agreements or confidentiality agreements (other than standard employee Proprietary Information and Invention Agreements as contemplated by Section 3.17 hereof) with any employees of the Company. The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach or other violation of any collective bargaining agreement or any other employment contract to which the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation Lawsis a party.

Employment and Labor Matters. Neither the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, a party to or bound by any Each collective bargaining agreement, labor union contract contract, works council agreement or trade union agreement (each each, a “Collective Bargaining Agreement”)) to which the Company or any of its Subsidiaries is a party is set forth on Section 3.14 of the Company Disclosure Schedule. Except as set forth on Section 3.14 of the Company Disclosure Schedule, and no employee is represented by a labor organization for purposes of collective bargaining with respect to the Company or any of its Subsidiaries. To the knowledge of the Company, from July 31, 2015 through the date hereof, there are, and for the past three years have been, been no activities or proceedings of any labor or trade union to organize any seeking recognition of a collective bargaining unit, works council, trade union or similar organization of employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement or renewal thereof is being negotiated by the Company or any of its Subsidiaries. There isFrom July 31, and for 2015 through the past three years date hereof, there has been, been no strike, lockout, slowdown slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the knowledge of the Company’s knowledge, threatened, that may would interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened pending charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and nor any of its Subsidiaries are is a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices, except as would not be, individually or in the aggregate, reasonably be expected to result in material Liability to the Company or any Company Subsidiary. To the knowledge of the Company, as of the date of this Agreement there is no material claim or material grievance pending or threatened relating to any labor and employment laws, including with respect to employment contracts, wages and hours, classification, plant closing notifications, employment statute or regulations, privacy rights, labor disputes, workers’ compensation policies or long-term disability policies, safety, retaliation, immigration or discrimination matters involving the Company or any Company Subsidiary, including charges of unfair labor practices or harassment, complaints, claims or judicial or administrative proceedings, in each case which are pending or, to the knowledge of the Company, threatened, by or on behalf of any employees of the Company or Company Subsidiary. Except as would not reasonably be expected to haveresult in, individually or in the aggregate, a Company Material Adverse Effectmaterial Liability to the Company, for the past three years, (i) the Company and its Subsidiaries are in compliance with and have complied with all laws regarding employment and employment practicespractices (including anti-discrimination), terms and conditions of employment and wages and hours (including, without limitation, including classification of employees)employees and independent contractors, immigration and equitable pay practices) and other laws in respect of any reduction in force, force (including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected ), and, (ii) no claims relating to havenon-compliance with the foregoing are pending or, individually or in to the aggregateknowledge of the Company, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation Lawsthreatened.

Employment and Labor Matters. Neither the (a) Each Acquired Company nor any of its Subsidiaries is, or since December 31, 2018 has been, a party to or bound by any collective bargaining agreement, labor union contract or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization with respect to the Company or any of its Subsidiaries. To the knowledge of the Company, there are, and for the past three years have been, no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has at all times been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any compliance in all material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company and its Subsidiaries have complied respects with all laws regarding employment and applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours and is not liable for any arrears of wages or penalties with respect thereto. There are no circumstances that are reasonably likely to give rise to any claim by a current or former employee for compensation on termination of employment. All amounts that the Acquired Companies are legally required to withhold from their employees’ wages and to pay to any Governmental Authority as required by applicable Law have been withheld and paid, and the Acquired Companies do not have any outstanding obligation to make any such withholding or payment, other than with respect to an open payroll period. There is not, and has never been, an Action pending or, to the Acquired Companies’ Knowledge, threatened or reasonably anticipated, to be brought or filed by or against an Acquired Company (includingor its officers, without limitationdirectors or executives) relating to any employment, classification independent contractor or consulting Contract, any collective bargaining obligation or agreement, discrimination, harassment, pay equity, human rights, equal opportunity, overtime exemption classification, wages and hours, independent contractor classification, labor relations, plant closing notification, occupational health and safety, leave of employees)absence requirements, immigration privacy rights, retaliation, immigration, wrongful discharge, or other violation of the rights of current or former Service Providers or employment candidates. Each agent of the Acquired Companies who has received employment discrimination or sexual harassment allegations of, or against, any employee of an Acquired Company has promptly, thoroughly and other laws in impartially investigated all such allegations. When indicated by any of the Acquired Companies’ policies, the Acquired Companies have taken prompt corrective action that is reasonably calculated to prevent further discrimination or harassment and the Acquired Companies do not reasonably expect to incur any material liability with respect to any such allegations. As of any reduction in forcethe date hereof, all compensation, including without limitationwages, noticecommissions and bonuses, information payable to all Service Providers for services performed on or prior to the date hereof have been paid in full (or accrued in full on the Latest Balance Sheet) and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessmentsagreements, penalties, fines, Liens, charges, surcharges understandings or other amounts due or owing by commitments of the Company or any of its Subsidiaries pursuant Acquired Companies with respect to any workplace safety and insurance compensation, commissions or workers’ compensation Lawsbonuses.

Employment and Labor Matters. Neither (a) Except as set forth in Schedule 3.12(a), with respect to the Company nor any of its Subsidiaries isAssets, or since December 31, 2018 has been, Seller is not a party to or bound by (a) any collective bargaining agreement, labor union contract (b) any agreement respecting the employment of any Offered Employee other than the Employment Contracts or trade union (c) any agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization with respect to the Company or any of its Subsidiaries. To the knowledge of the Company, there are, and for the past three years have been, no activities provision of consulting or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement other professional services which is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practicesnot cancelable without penalty on less than 30 days’ notice. Except as set forth in Schedule 3.12(a) or for matters that would not reasonably be expected to havenot, individually or in the aggregate, have a Company Seller’s Material Adverse Effect, for to Seller’s Knowledge, within the past three last 5 years, Seller has not experienced any material labor disputes, union organization attempts or any work stoppage due to labor disagreements in connection with any of the Company Assets. Except to the extent set forth in Schedule 3.12(a), to Seller’s Knowledge, with respect to the Assets, (i) there is no unfair labor practice charge or complaint against Seller pending or, to Seller’s Knowledge, threatened, (ii) there is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or, to Seller’s Knowledge, threatened against or affecting Seller, (iii) no question concerning labor representation has been raised to Seller or, to Seller’s Knowledge, is threatened respecting the Offered Employees, (iv) no grievance, nor any arbitration proceedings arising out of or under collective bargaining agreements, is pending or, to Seller’s Knowledge, threatened, (v) there are no administrative charges, court complaints or threatened complaints against Seller concerning alleged employment discrimination or other employment related matters pending or, to Seller’s Knowledge, threatened before the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor or any other Governmental Authority and its Subsidiaries have (vi) to Seller’s Knowledge, Seller has complied with all laws regarding employment applicable labor and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by the Company or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation Lawsall material respects.

Employment and Labor Matters. Neither (a) Dataradio and its Subsidiaries have complied, and are in compliance, with all applicable laws relating to employment and labor matters, including any provision thereof relating to wages, hours of work, vacation pay, pay equity, overtime pay, occupational health and safety and conditions of employment. (b)Except as set forth in Schedule 4.19(b): (i) there is no collective agreement in force with respect to the Company employees of Dataradio or any of its Subsidiaries, no collective agreement is currently being negotiated by Dataradio or any of its Subsidiaries, no union or employee bargaining agent holds bargaining rights with respect to any employees of Dataradio or any of its Subsidiaries, and there are no current or, to Dataradio's Knowledge, threatened attempts to organize or establish any trade union or employee association with respect to Dataradio or any of its Subsidiaries, nor have there been any such attempts within the past five years; (ii) Dataradio and its Subsidiaries have not engaged in any unfair labor practice. There is no unfair labor practice complaint pending or, to Dataradio's Knowledge, threatened against Dataradio or any of its Subsidiaries isand there is no labor strike, slow down, work stoppage or lockout in effect, or since December 31to Dataradio's Knowledge, 2018 threatened against Dataradio or any of its Subsidiaries, nor has beenthere been any such event within the past five years; (iii) all amounts due and owing or accrued but not yet owing for all salary, wages, bonuses, commissions, vacation pay, pension benefits or other employee benefits have been paid or, if accrued, are reflected in the books and records of Dataradio and its Subsidiaries; (iv) Dataradio and its Subsidiaries are not subject to any claim for wrongful dismissal, constructive dismissal or any other claim, grievance, complaint or litigation relating to employment, discrimination or termination of employment of any of their employees or former employees, or relating to any failure to hire a party candidate for employment; (v) there is no order pursuant to any law requiring the taking of any action or bound the refraining from taking any action in respect of any employee or former employee of Dataradio or any of its Subsidiaries; (vi) there are no outstanding loans made by Dataradio or any collective bargaining agreementof its Subsidiaries to any employee or former employee of Dataradio or any of its Subsidiaries (for greater certainty, labor union contract the travel advances or trade union agreement advances against commission of less than CAN$2,000 are not considered as loans for the purposes of this paragraph); and (each a “Collective Bargaining Agreement”)vii) to Dataradio's Knowledge, no managerial employee and no employee is represented by a labor organization groups of employees of Dataradio or of any of its Subsidiaries have any plans to terminate his, her or their employment with respect to the Company Dataradio or any of its Subsidiaries. To (c) Schedule 4.19(c) contains for: (i) all employees, directors, managers and officers of Dataradio and its Subsidiaries, the knowledge following correct and complete lists on a no-name basis: (1) a list of all salaries, wage rates, hourly pay rates and commissions, incentive compensation, bonus arrangements, deferred compensation and benefits in effect during the current Fiscal Year; (2) a list of their job titles; (3) a list indicating how many individuals work full- time and part-time; (4) a list of their number of years of service; and (5) a list indicating how many individuals are laid- off or on a leave of absence with the reasons for any such leave of absence; and (ii) all contractors and agents of Dataradio and its Subsidiaries, the following correct and complete lists: (1) a list of the Companynames and status of each individual, there areincluding a description of the services performed for Dataradio or its Subsidiaries; and (2) a list of all consulting fees or compensation paid during the current Fiscal Year. (d) Schedule 4.19(d) contains a list of all employment and service agreements (whether written and oral) of Dataradio and any of its Subsidiaries with their employees or consultants, as the case may be. Dataradio has furnished CalAmp with true and for the past three years have beencomplete copies of all such agreements. Except as set forth in Schedule 4.19(d) and except as may be required or stipulated by any applicable law, no activities employee, director, manager or proceedings officer of Dataradio or of any labor of its Subsidiaries has any agreement as to length of notice, severance or trade union termination payment required to organize terminate his employment or is bound by any employees non-disclosure, confidentiality, non-competition, proprietary rights, employment, consulting or similar agreement with any Person which, to Dataradio's Knowledge, may adversely affect the performance of the Company his or her duties as an employee, director, manager or officer of Dataradio or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated 4.20 Permits. Schedule 4.20 sets forth a complete list of all Permits used in the operation of the Business or otherwise held by the Company or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against the Company Dataradio or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect connection with the respective business activities Business, all of which are as of the Company or any date hereof, and all of its Subsidiaries. There is no pending, or to the knowledge which will be as of the CompanyClosing Date, threatened charge or complaint against the Company or any of in full force and effect. Dataradio and its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entityhave, and none at all times have had, all Permits required under any Regulation in the operation of the Company Business and own or possess such Permits free and clear of all Encumbrances except Permitted Encumbrances. Dataradio and its Subsidiaries are a partynot in material Default and have not received any notice of any claim of Default, or otherwise bound by, with respect to any consent decree with, or citation by, any Governmental Entity relating to employees or employment practicessuch Permit. Except as would not reasonably be expected to haveotherwise governed by law, individually all such Permits are renewable by their terms or in the aggregateOrdinary Course of Business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees and will not be adversely affected by the completion of the transactions contemplated by this Agreement. No present or former shareholder, a Company Material Adverse Effectdirector, for the past three yearsofficer or employee of Dataradio or its Subsidiaries, the Company and its Subsidiaries have complied with all laws regarding employment and employment practicesor any Affiliate thereof, terms and conditions of employment and wages and hours (includingor any other Person, without limitationowns or has any proprietary, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges financial or other amounts due interest (direct or owing by the Company indirect) in any Permit which Dataradio or any one of its Subsidiaries pursuant to any workplace safety and insurance owns, possesses or workers’ compensation Lawsuses.

Employment and Labor Matters. Neither As of the Company date hereof, neither Parent nor any of its Subsidiaries is, or since December 31, 2018 2012 has been, a party to or bound by any collective bargaining agreement, labor union contract or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization for purposes of collective bargaining with respect to the Company Parent or any of its Subsidiaries. To the knowledge of Parent, as of the Companydate hereof, there are, and for the past three years have been, are no activities or proceedings of any labor or trade union to organize any employees of the Company Parent or any of its Subsidiaries. No As of the date hereof, no Collective Bargaining Agreement is being negotiated by Parent or, to the Company or knowledge of Parent, any of its Subsidiaries. There isAs of the date hereof, and for the past three years has been, there is no strike, lockout, slowdown slowdown, or work stoppage against the Company any Parent or any of its Subsidiaries pending or, to the Company’s knowledgeknowledge of the Parent Entities, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. .. There is no pending, or to the knowledge of the Company, threatened pending charge or complaint against the Company Parent or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none neither nor any of the Company and its Subsidiaries are is a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company Parent and its Subsidiaries have complied with all laws applicable Laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, including classification of employees), immigration ) and other laws applicable Laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there There are no outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts due or owing by the Company Parent or any of its Subsidiaries pursuant to any workplace safety and insurance or insurance/workers’ compensation Laws.

Employment and Labor Matters. Neither As of the Company date hereof, neither Parent nor any of its Subsidiaries is, or since December 31, 2018 2012 has been, a party to or bound by any collective bargaining agreement, labor union contract or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization for purposes of collective bargaining with respect to the Company Parent or any of its Subsidiaries. To the knowledge of Parent, as of the Companydate hereof, there are, and for the past three years have been, are no activities or proceedings of any labor or trade union to organize any employees of the Company Parent or any of its Subsidiaries. No As of the date hereof, no Collective Bargaining Agreement is being negotiated by Parent or, to the Company or knowledge of Parent, any of its Subsidiaries. There isAs of the date hereof, and for the past three years has been, there is no strike, lockout, slowdown slowdown, or work stoppage against the Company any Parent or any of its Subsidiaries pending or, to the Company’s knowledgeknowledge of the Parent Entities, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. .. There is no pending, or to the knowledge of the Company, threatened pending charge or complaint against the Company Parent or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none neither nor any of the Company and its Subsidiaries are is a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company Parent and its Subsidiaries have complied with all laws applicable Laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, including classification of employees), immigration ) and other laws applicable Laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there There are no outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts due or owing by the Company Parent or any of its Subsidiaries pursuant to any workplace safety and insurance or insurance/workers’ compensation Laws.. Exhibit 2.1

Employment and Labor Matters. Neither As of the Company date hereof, no Buyer Entity nor any of its Subsidiaries is, or since December 31, 2018 2012 has been, a party to or bound by any collective bargaining agreement, labor union contract or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization for purposes of collective bargaining with respect to the Company any Buyer Entity or any of its Subsidiaries. To the knowledge of EnerJex Parties, as of the Companydate hereof, there are, and for the past three years have been, are no activities or proceedings of any labor or trade union to organize any employees of the Company any Buyer Entity or any of its Subsidiaries. No As of the date hereof, no Collective Bargaining Agreement is being negotiated by any Buyer Entity or, to the Company or knowledge of EnerJex Parties, any of its their respective Subsidiaries. There isAs of the date hereof, and for the past three years has been, there is no strike, lockout, slowdown slowdown, or work stoppage against the Company any Buyer Entity or any of its Subsidiaries pending or, to the Company’s knowledgeknowledge of EnerJex Parties, threatened, that may interfere in any material respect with the respective business activities of any Buyer Entity and its Subsidiaries taken as a whole. Except as would not have, individually or in the Company or any of its Subsidiaries. There aggregate, a Material Adverse Effect, there is no pending, or to the knowledge of the Company, threatened pending charge or complaint against the Company any Buyer Entity or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company EnerJex Parties and its their Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, for the past three years, the Company EnerJex Parties and its their Subsidiaries have complied with all laws applicable Laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, including classification of employees), immigration ) and other laws applicable Laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges surcharges, or other amounts due or owing by the Company or any of its Subsidiaries Buyer Entity pursuant to any workplace safety and insurance or insurance/workers’ compensation Laws.