Effective upon the Closing, all of Sellers’ employees actively employed or engaged principally in Sellers’ Business (the “Business Employees”), except those employees who voluntarily terminate their employment or are excluded by Purchaser from continuing their employment as set forth in [Schedule 9.1(a)] (the “Excluded Employees”), shall continue their employment as employees of Purchaser as set forth in this Section 9.1 (the “Continuing Employees”). Prior to five (5) Business Days before the Closing, Purchaser shall provide to

Effective upon the Closing, all of Sellers’ employees actively employed or engaged principally in Sellers’ Business (the “Business Employees”), except those employees who voluntarily terminate their employment or are excluded by Purchaser from continuing their employment as set forth in [Schedule 9.1(a)] (the “Excluded Employees”), shall continue their employment as employees of Purchaser as set forth in this Section 9.1 (the “Continuing Employees”). Prior to five (5) Business Days before the Closing, Purchaser shall provide to HoldCos an updated and finalized [Schedule 9.1(a)] or confirm to HoldCos that the original [Schedule 9.1(a)] is final, as applicable, based on which Sellers shall, to the extent commercially reasonable, cooperate and coordinate with Purchaser to have the Excluded Employees terminated (but contingent on the occurrence of the Closing) on or prior to the Closing Date. Nothing contained in this Agreement shall confer upon any Continuing Employee any right to any term or condition of employment or to continuance of employment by Purchaser or any of its Affiliates. Nothing in this Agreement shall # interfere with the right of Purchaser or any of its Affiliates to terminate the employment of any employee, including any Continuing Employee, at any time, with or without notice and for any or no reason or # restrict Purchaser or any of its Affiliates in modifying any of the terms or conditions of employment of any employee, including any Continuing Employee after the Closing. From and after the Closing and continuing through December 31, 2018, Purchaser intends to make available to the Continuing Employees employee benefits that are no less favorable in the aggregate than the employee benefits available to the Continuing Employees immediately prior to Closing; provided, however, nothing contained this Section 9.1 shall require that Purchaser establish or maintain any specific employee benefit plan.