No Group Company is a party to any labor, collective bargaining or works council agreement with respect to any employee, and no such agreement is currently being negotiated with respect to any employee. There is no, and since December 31, 2014, there has been no, labor strike, work stoppage, lockout or other material labor dispute pending or, to the Company’s knowledge, threatened against any Group Company. There is not pending or, to the Company’s knowledge, threatened, and there has not been since December 31, 2014, any organized effort or demand for recognition or certification or attempt to organize employees by any labor organization. There is no material unfair labor practice charge, grievance or complaint pending, or to the Company’s knowledge, threatened, against any Group Company. Except for noncompliance that individually or in the aggregate would not be material to the Group Companies, taken as a whole, # no Group Company has any Liability with respect to any misclassification of any individual as an independent contractor rather than as an employee, or as an “exempt” employee rather than a “non-exempt” employee (within the meaning of the Fair Labor Standards Act of 1938, as amended), or with respect to such individual’s status as a leased employee and # the business of the Group Companies is operated in compliance with all applicable employment-related Laws.

Absence of Labor Dispute; Compliance with Labor Laws. No member of the Company Group is or has been a party to or bound by any collective bargaining agreement or other contract with a labor union or similar organization, and no such contract is being negotiated, and no employee of the Company Group is represented by a labor union or similar organization. No labor dispute with the employees of the Company Group exists or, to the knowledge of the Company Group, is threatened or imminent. There is # no unfair labor practice complaint pending or, to the Company Group’s knowledge, threatened, against the Company Group before the National Labor Relations Board or any comparable governmental entity, # no strike, labor dispute, slowdown, stoppage or other material labor disruption pending or, to the Company Group’s knowledge, threatened against the Company Group and # no union representation question existing with respect to the employees of the Company Group and, to the Company Group’s knowledge, no union organizing activities taking place. No individual has been improperly misclassified as an independent contractor or employee of the Company Group, nor has any employee of the Company Group been misclassified as “exempt” or “non-exempt” (within the meaning of the Fair Labor Standards Act of 1938 and applicable state and local laws). No director, officer or manager of the Company Group is, or has been during their service with the Company Group, a subject of any sexual harassment, discrimination, or retaliation in the workplace complaint, allegation, investigation, claim or legal proceeding. There has been no material violation of any federal, state or local law relating to employment and labor, including discrimination in hiring, immigration, visa, work status, occupational safety and health standards, terms and conditions of employment, promotion or pay of employees or of any applicable wage or hour laws.