Common use of Labour Matters Clause in Contracts

Labour Matters. (a) Section 5.20(a) of the SELLER Disclosure Letter (Contracts and Commitments) lists the collective bargaining agreements as at the date of this Agreement affecting the Non-US employees between the Seller or the Companies and relevant trade unions, works council or other employee representative bodies within the Major Countries and to the SELLER's Knowledge within other jurisdictions to the extent that it would have a Material Adverse Effect (except for any such agreements relating to the transaction contemplated by this Agreement which are referred to in the Human Resources Agreement). (b) Except as set forth in Section 5.20(b) of the SELLER Disclosure Letter (Litigation): (i) To SELLER's Knowledge there is no pending or threatened charge or complaint against any of the Companies by any government or regulatory authority in any relevant jurisdiction in respect of the employment of the Non-US Employees; (ii) To SELLER's Knowledge, none of the Companies is involved in any dispute with any trade union, works council or other body representing any of the employees; and (iii) To the SELLER's Knowledge, none of the Companies are involved in nor is there threatened any Proceeding by any former employee of any of the Companies or any Non-US Employee against any of the Companies, in each case which would have a Material Adverse Effect. (c) Except as set forth in Section 5.20(c) of the SELLER Disclosure Letter (Compliance with law), to SELLER's Knowledge, SELLER and the Companies have in relation to the Non-US Employees complied with all Applicable Laws relating to their employment with SELLER and the Companies and have withheld all amounts required by Applicable Laws, except to the extent that any violation would not have a Material Adverse Effect. (d) To SELLER's Knowledge the Towers ▇▇▇▇▇▇ report to be provided by SELLER to BUYER before the date of this Agreement contains a materially complete and accurate overview of the Non-US Employees existing terms and conditions and the intended terms and conditions of the Non-US Employees as at Closing.

Labour Matters. There is not currently any labour disruption, dispute, slowdown, stoppage, complaint or grievance outstanding, or to the knowledge of the Company, threatened or pending, against the Company or any Subsidiary which is adversely affecting or could adversely affect, in a material manner, the carrying on of the business of the Company or the Subsidiaries and no union representation question exists respecting the employees of the Company or any Subsidiary and no collective bargaining agreement is in place or being negotiated by the Company or a Subsidiary. The Company has sufficient personnel with the requisite skills to effectively conduct its business as currently conducted and as proposed to be conducted. This certificate is delivered to you today pursuant to Section 9.3 of the Equity Distribution Agreement dated March 26, 2024 (the "Agreement") between Vizsla Silver Corp. (the "Company") and Canaccord Genuity Corp. The undersigned, the duly appointed Chief Executive Officer and Chief Financial Officer, respectively, of the Company, hereby certify, for and on behalf of the Company and not in the respective personal capacities of the undersigned and without personal liability, that: (a) Section 5.20(a) the representations and warranties of the SELLER Disclosure Letter (Contracts Company contained in the Agreement are true and Commitments) lists the collective bargaining agreements correct on and as at of the date of this Agreement affecting the Non-US employees between the Seller or the Companies and relevant trade unionshereof, works council or other employee representative bodies within the Major Countries and to the SELLER's Knowledge within other jurisdictions to the extent that it would have a Material Adverse Effect (except for any those representations and warranties that speak solely as of a specific date and which were true and correct as of such agreements relating to date, with the transaction contemplated by this Agreement which are referred to in same force and effect as if expressly made on and as of the Human Resources Agreement).date hereof; (b) Except as set forth in Section 5.20(b) of the SELLER Disclosure Letter (Litigation): (i) To SELLER's Knowledge there is no pending Company has complied with all agreements and satisfied all conditions and covenants on its part to be complied with or threatened charge satisfied pursuant to the Agreement at or complaint against any of prior to the Companies by any government or regulatory authority in any relevant jurisdiction in respect of the employment of the Non-US Employees; (ii) To SELLER's Knowledge, none of the Companies is involved in any dispute with any trade union, works council or other body representing any of the employeesdate hereof; and (iiic) To no order preventing or suspending the SELLER's Knowledge, none use of the Companies are involved in nor is there threatened Prospectus or any Proceeding amendment or supplement thereto has, to our knowledge, been issued by any former employee of Qualifying Authority, and no proceedings for any of the Companies those purposes have been instituted or any Non-US Employee against any of the Companies, in each case which would have a Material Adverse Effect. (c) Except as set forth in Section 5.20(c) of the SELLER Disclosure Letter (Compliance with law)are pending or, to SELLER's Knowledgeour knowledge, SELLER and the Companies have in relation to the Non-US Employees complied with all Applicable Laws relating to their employment with SELLER and the Companies and have withheld all amounts required by Applicable Lawscontemplated. DATED this ____ day of _______________, except to the extent that any violation would not have a Material Adverse Effect. (d) To SELLER's Knowledge the Towers 202__. By: Name: ▇▇▇▇▇▇▇ report to be provided by SELLER to BUYER before the date of this Agreement contains a materially complete and accurate overview of the Non-US Employees existing terms and conditions and the intended terms and conditions of the Non-US Employees as at Closing.▇. ▇▇▇▇▇▇▇ Title: Chief Executive Officer By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer

Labour Matters. Except as set forth on Schedule 4.20: (a) Section 5.20(athere is not currently, and for the past two (2) of the SELLER Disclosure Letter (Contracts and Commitments) lists the collective bargaining agreements as at the date of this Agreement affecting the Non-US employees between the Seller or the Companies and relevant trade unionsyears, works council there has not been, any labour strike, slowdown or other employee representative bodies within the Major Countries and work stoppage with respect to the SELLER's Knowledge within other jurisdictions to the extent that it would have a Material Adverse Effect (except for any such agreements relating to the transaction contemplated by this Agreement which are referred to in the Human Resources Agreement).Subject Company; (b) Except as set forth no Subject Company (in Section 5.20(b) the case of the SELLER Disclosure Letter (Litigation): (iAsset Sellers, relating to the Business) To SELLER's Knowledge there is no pending a party to or threatened charge or complaint against any of the Companies bound by any government collective bargaining Contract or regulatory authority in any relevant jurisdiction in respect of the employment of the Non-US Employees; (ii) To SELLER's Knowledge, none of the Companies is involved in any dispute Contract with any trade union, works council employee representative or body of employees or their representatives (including any side letters or side agreements); (c) there is not any pending or to the Selling Parties' Knowledge, threatened, any material unfair labour practices charges or complaints or material, sex, age or other body representing discrimination claims against any Subject Company (in the case of an Asset Seller, relating to the Business); (d) the Subject Companies have complied in all material respects with all collective bargaining Contracts and any orders or judgments resulting from alleged violations of any labor Laws; (e) to the Selling Parties' Knowledge, there is not currently, and for the past three (3) years, there has not been any union organizing activity concerning any of the employees; andEmployees; (iiif) To since July 1, 2005, no Subject Company has planned, proposed or effectuated any plant closing or mass layoff of Employees relating to the SELLER's Knowledge, none Business that would implicate any Law requiring notice of the Companies are involved in nor is there threatened plant closings or layoffs; (g) any Proceeding notice of this Transaction required by any former employee of Law, or collective bargaining Contract by a Subject Company has, or shall prior to Closing have, been given, and any of the Companies bargaining and consultation obligations have been, or any Nonprior to Closing will be, satisfied; (h) each Subject Company has complied with all Contracts relating to or respecting Employees and Retired Employees, including, all regulations, policies and procedures affecting Employees and Retired Employees, except where such non-US Employee against any of the Companies, in each case which compliance would not reasonably be expected to have a Material Adverse Effect.; (ci) Except as set forth no written notice to terminate the Contract of employment of any Employee whose compensation is in Section 5.20(cexcess of (euro)75,000 (whether given by the relevant employer or by the Employee) of the SELLER Disclosure Letter (Compliance with law)is pending, outstanding or, to SELLER's the Selling Parties' Knowledge, SELLER threatened and the Companies have no dispute, claim or complaint under any applicable Law is outstanding in relation to the Non-US Employees complied with all Applicable Laws any current or former Employees, directors or officers relating to their employment with SELLER and or its termination that would reasonably be expected to result in a Loss in excess of (euro)75,000; (j) no Subject Company (in the Companies and have withheld all amounts required by Applicable Lawscase of the Asset Sellers, except relating to the extent that Business) is a party to, bound by or proposing to introduce in respect of any violation would not have a Material Adverse Effect.of its directors or Employees any redundancy payment scheme in addition to statutory redundancy pay, nor is there any agreed procedure for redundancy selection; and (dk) To SELLER's Knowledge correct and complete copies of any collective bargaining Contract and any Contract with any trade union, employee representative or body of employees or their representatives (including any side letters, side agreements, schedules, exhibits and amendments thereto) to which a Subject Company (in the Towers ▇▇▇▇▇▇ report to be provided by SELLER to BUYER before the date of this Agreement contains a materially complete and accurate overview case of the Non-US Employees existing terms and conditions and Asset Sellers, relating to the intended terms and conditions of the Non-US Employees as at ClosingBusiness) is a party have been made available to Silgan.

Labour Matters. (ai) Section 5.20(aThe Company is in compliance with all applicable laws, rules and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, and are not engaged in any unfair or discriminatory labour practice; (ii) There is no labour strike, slowdown or stoppage pending against or affecting the Company; (iii) All executives and employees are duly recorded in the appropriate books and records of the SELLER Disclosure Letter Company in accordance with applicable laws and regulations; (Contracts iv) The employment of the executives and Commitmentsemployees of the Company is governed, in addition to the mandatory provisions of laws, by the provisions of the respective collective labour agreements and supplemental agreements ("contratti integrativi") lists listed in Exhibit 4.1.(I iv); (v) Except for those listed in Exhibit 4.1(I v). hereof, the collective bargaining agreements Company has not entered into or made any application in respect of any lay-off procedures such as "cassa integrazione" or "mobilita" or similar procedures concerning its employees; (vi) The Company has not experienced any primary work stoppage involving its employees in the last five years (save for strikes called by Unions at national level); (vii) There are no facts based on acts or omissions of the Company which took place prior to the date of this Agreement affecting or shall take place prior to the NonClosing Date from which a claim by any of the employees or directors of, or consultants to, the Company made after the date hereof higher than ITL 10,000,000 can be derived; (viii) The Company has complied with all the material requirements in matters of health and safety, tax, social security and other contributions vis-US a-vis the employees and the consultants; there are no pending or threatened proceedings or inspections concerning the ascertainment of any liability of the Company for payment of social security contributions; (ix) The Seller has duly and timely carried out all consultation procedures with representatives of the workers in respect of the Company (such as Workers Councils, rappresentanze sindacali aziendali, etc.) provided for by the law or bargaining collective agreements; (x) There are no threatened or pending disputes between the Seller or the Companies Company and relevant any employee or consultant of the Company, or any trade unions, works council union or other representative thereof where the amount being claim exceeds or may exceed ITL 10,000,000; (xi) There are no claims made by any employee representative bodies within of the Major Countries and Company with respect to the SELLER's Knowledge within other jurisdictions to the extent that it would have a Material Adverse Effect (except for professional diseases deriving from use of any such agreements relating to the transaction contemplated by this Agreement which are referred to substance or material in the Human Resources Agreement). (b) Except as set forth in Section 5.20(b) activity of the SELLER Disclosure Letter (Litigation): (i) To SELLER's Knowledge there is no pending or threatened charge or complaint against Company. In any of event, the Companies by any government or regulatory authority in any relevant jurisdiction Seller shall hold harmless and indemnify the Buyer and the Company in respect of the employment of the Non-US Employees; (ii) To SELLER's Knowledge, none of the Companies is involved in any dispute with any trade union, works council or other body representing any of the employees; and (iii) To the SELLER's Knowledge, none of the Companies are involved in nor is there threatened any Proceeding by any former employee of any of the Companies or any Non-US Employee against any of the Companies, in each case which would have a Material Adverse Effectsuch claims. (c) Except as set forth in Section 5.20(c) of the SELLER Disclosure Letter (Compliance with law), to SELLER's Knowledge, SELLER and the Companies have in relation to the Non-US Employees complied with all Applicable Laws relating to their employment with SELLER and the Companies and have withheld all amounts required by Applicable Laws, except to the extent that any violation would not have a Material Adverse Effect. (d) To SELLER's Knowledge the Towers ▇▇▇▇▇▇ report to be provided by SELLER to BUYER before the date of this Agreement contains a materially complete and accurate overview of the Non-US Employees existing terms and conditions and the intended terms and conditions of the Non-US Employees as at Closing.

Labour Matters. (a) Section 5.20(aSince the Applicable Date, (i) neither the Company nor any of the SELLER Disclosure Letter (Contracts and Commitments) lists the its Subsidiaries is, or has been, a party to any collective bargaining agreements as at agreement or other agreement with a labour union or like organization, (ii) there are no unions, works councils, or any other similar representative of any Company Employees, (iii) no unions, work councils, or any other similar representative of Company Employees need to be notified or consulted prior to the date execution, delivery and performance of this Agreement affecting by the Non-US employees between the Seller Company or the Companies consummation of the Transactions, and relevant trade unions, works council or other employee representative bodies within the Major Countries and (iv) to the SELLER's Knowledge within other jurisdictions Company’s Knowledge, there are no activities or proceedings by any individual or group of individuals, including representatives of any work councils, labour organizations or labour unions or like organizations, to the extent that it would have a Material Adverse Effect (except for organize any such agreements relating to the transaction contemplated by this Agreement which are referred to in the Human Resources Agreement)Company Employees or Company Contractors. (b) Except as set forth in Section 5.20(b) of Since the SELLER Disclosure Letter (Litigation): Applicable Date, with respect to the Company and its Subsidiaries, (i) To SELLER's Knowledge there is no no, and has not been any, strike, lockout, slowdown, work stoppage, job action, picketing, unfair labour practice or, to the Company’s Knowledge, other labour dispute pending or threatened, (ii) there is no, and has not been any, unfair labour practice charge pending before the National Labor Relations Board, the British Columbia Labour Relations Board or any comparable labour relations authority, (iii) to the Company’s Knowledge, there is no, and has not been any pending or threatened charge labour-related Action by or complaint against before any Governmental Entity with respect to any current or former Company Employee or Company Contractor; and (iv) neither the Company nor any of the Companies by any government or regulatory authority in any relevant jurisdiction in respect of the employment of the Non-US Employees; (ii) To SELLER's Knowledge, none of the Companies is involved in any dispute with any its Subsidiaries have promised voluntary recognition to a trade union, works council labour union or organization, bargaining agent or other body representing any of the employees; and (iii) To the SELLER's Knowledge, none of the Companies are involved in nor is there threatened any Proceeding by any former employee of any of the Companies or any Non-US Employee against any of the Companies, in each case which would have a Material Adverse Effectperson. (c) Except as set forth in Section 5.20(c) Each of the SELLER Disclosure Letter (Compliance Company and its Subsidiaries is in compliance in all material respects with law)all their own policies and handbooks and all Laws respecting labour, to SELLER's employment and employment practices, written employment agreements, terms and conditions of employment, wages and hours, human rights, immigration, pay equity, employee privacy, accommodation and occupational safety and health. Neither the Company nor any of its Subsidiaries has incurred any liability or obligation under the United States Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar federal, national, state, provincial or local Law. To the Company’s Knowledge, SELLER all Company Employees and the Companies have in relation to the Non-US Employees complied with all Applicable Laws relating to their employment with SELLER and the Companies Company Contractors are authorized and have withheld all amounts required by Applicable Laws, except appropriate documentation to work in the extent that any violation would not have a Material Adverse Effectjurisdiction in which they are providing services. (d) To SELLER's Knowledge Since the Towers ▇▇▇▇▇▇ report Applicable Date, all material obligations of the Company and its Subsidiaries, due for any Company Employee compensation or remuneration (including salary, bonuses, commissions, overtime pay, vacation pay, and termination or severance pay) have been paid or, if unpaid, are accrued and reflected in the books and records of the Company and its Subsidiaries. Each of the Company and its Subsidiaries is in compliance in all material respects with all written agreements with Company Employees. (e) All contributions and premiums that are required by Law to be provided paid by SELLER the Company and its Subsidiaries relating to BUYER before statutory plans and programs, including the date Canada Pension Plan, employment insurance, plans administered pursuant to applicable provincial health tax, and workers’ compensation/WorkSafe BC, have been paid by the Company and its Subsidiaries in material compliance with Law. (f) There are no material (i) outstanding assessments, penalties, fines, liens, charges, surcharges or to the Company’s Knowledge, other amounts due or owing under Law in relation to Company Employees or (ii) outstanding orders under applicable occupational health and safety legislation in relation to Company Employees or Company Assets. (g) Except as would not have a Company Material Adverse Effect, there are no audits or proceedings or, to the Company’s Knowledge, pending or threatened against the Company or any of this Agreement contains a materially complete and accurate overview its Subsidiaries in any forum by or on behalf of any present or former Company Employee or Company Contractor, any applicant for employment, or Governmental Entity, or classes of the Non-US Employees existing terms and conditions and foregoing alleging breach of any express or implied employment contract, violation of any Law governing employment or the intended terms and conditions termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Non-US Employees as at ClosingCompany or any of its Subsidiaries in connection with the employment or services relationship. (h) Neither the Company nor any of its Subsidiaries has any Company Employee or Company Contractor whose employment contract cannot be terminated by the Company following completion of the Arrangement.

Labour Matters. (a) Section 5.20(aWith respect to the Conifex Group Business Employees: (i) of the SELLER Disclosure Letter (Contracts and Commitments) lists the there are no collective bargaining agreements as at or other similar Contract with any labour union in effect, and no member of the date Conifex Group has agreed to recognize any union or other collective bargaining representative; and (ii) no trade union, council of this Agreement affecting the Non-US employees between the Seller or the Companies and relevant trade unions, works council employee bargaining agency or other employee representative bodies within the Major Countries and affiliated bargaining agency (A) holds bargaining rights with respect to any Conifex Group Business Employees by way of certification, interim certification, voluntary recognition, designation or successor rights, (B) to the SELLER's Knowledge within other jurisdictions knowledge of the Vendors, has applied to be certified as the bargaining agent of any Conifex Group Business Employees or (C) to the extent that it would knowledge of the Vendors, has applied to have any member of the Conifex Group declared a Material Adverse Effect (except for any such agreements relating related employer or successor employer pursuant to the transaction contemplated by this Agreement which are referred to in the Human Resources Agreement)applicable labour Laws. (b) Except as set forth in Section 5.20(b) There are no actual, pending or, to the knowledge of the SELLER Disclosure Letter (Litigation): (i) To SELLER's Knowledge there is no pending or threatened charge or complaint against any Vendors, threatened, organizing activities of the Companies by any government or regulatory authority in any relevant jurisdiction in respect of the employment of the Non-US Employees; (ii) To SELLER's Knowledge, none of the Companies is involved in any dispute with any trade union, works council of trade unions, employee bargaining agency or other body representing affiliated bargaining agent or any actual, pending or, to the knowledge of the employees; and (iii) To the SELLER's KnowledgeVendors, none of the Companies are involved in nor is there threatened any Proceeding by any former employee of any of the Companies or any Nonunfair labour practice complaints, disputes, strikes, slowdowns, work stoppages, picketing, lock-US Employee against any of the Companiesouts, in each case which would have a Material Adverse Effect. (c) Except as set forth in Section 5.20(c) of the SELLER Disclosure Letter (Compliance with law), to SELLER's Knowledge, SELLER and the Companies have in relation to the Non-US Employees complied with all Applicable Laws relating to their employment with SELLER and the Companies and have withheld all amounts required by Applicable Laws, except to the extent that any violation would not have a Material Adverse Effect. (d) To SELLER's Knowledge the Towers hand-▇▇▇▇▇▇ report ▇▇▇, boycotts, arbitrations, grievances, complaints, charges or other labor controversies pertaining to be provided by SELLER any member of the Conifex Group, there are no facts or circumstances that would reasonably likely lead to BUYER any such labour dispute and there have not been any such activities or disputes or proceedings within the last year. There is no unfair labour practice charge or complaint, grievance or labor arbitration, pending or, to the Vendors’ knowledge, threatened, against any member of the Conifex Group before the date of this Agreement contains a materially complete and accurate overview of the Non-US Employees existing terms and conditions and the intended terms and conditions of the Non-US Employees as at ClosingNational Labor Relations Board or any Governmental Authority or arbitrator.

Labour Matters. (ai) Section 5.20(a) No member of the SELLER Disclosure Letter (Contracts and Commitments) lists the Fleetmatics Group is a party to, or bound by, any collective bargaining agreements as at the date of this Agreement affecting the Non-US employees between the Seller or the Companies and relevant trade unionsagreement, works council contract or other employee representative bodies within agreement or binding understanding with a labour union or labour organisation. No member of the Major Countries Fleetmatics Group is subject to a labour dispute, strike or work stoppage except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Fleetmatics Material Adverse Effect. To the knowledge of Fleetmatics, there are no organisational efforts with respect to the SELLER's Knowledge within other jurisdictions formation of a collective bargaining unit presently being made or threatened involving employees of the Fleetmatics Group. (ii) There is no Unfair Labour Practice (as defined in the National Labor Relations Act) or labour arbitration proceeding pending or, to the extent that it would have a Material Adverse Effect (knowledge of Fleetmatics, threatened against Fleetmatics or its Subsidiaries, except for any such agreements proceeding that has not had and would not reasonably be expected to have a Fleetmatics Material Adverse Effect. (iii) Except as has not had and would not reasonably be expected to have a Fleetmatics Material Adverse Effect, (i) Fleetmatics and each of its Subsidiaries are in compliance with all applicable local, state, federal and foreign Laws relating to employment, including Laws relating to discrimination, fair employment practices (including equal employment opportunities), terms and conditions of employment, hours of work and the transaction contemplated payment of wages or overtime wages, classification of employees and independent contractors, classification of employees and exempt and non-exempt, health and safety, employee privacy, layoffs and plant closings and collective bargaining, (ii) Fleetmatics and its Subsidiaries have not received notice of any charge, complaint, investigation or audit with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labour, employment, wages and hours of work, child labour, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) there are no complaints, arbitration proceedings or lawsuits, pending or, to the knowledge of Fleetmatics, threatened against Fleetmatics or any of its Subsidiaries brought by this Agreement which or on behalf of any applicant for employment, or any current or former employee, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (iv) Except as has not had and would not reasonably be expected to have a Fleetmatics Material Adverse Effect, Fleetmatics and each of its Subsidiaries have (i) withheld all amounts required by Law to be withheld from the wages, salaries, commissions, bonuses and other payments to employees; and (ii) are referred not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing. Neither Fleetmatics nor any of its Subsidiaries is liable for any material payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the Human Resources Agreementordinary course of business, consistent with past practice). (bv) Except as set forth in Section 5.20(b6.1(n)(v) of the SELLER Fleetmatics Disclosure Letter (Litigation): (i) To SELLER's Knowledge there is no pending Schedule, to the knowledge of Fleetmatics, the transactions contemplated by this Agreement will not require the consent of, or threatened charge advance notification to, any works councils, unions or complaint against any similar labour organisations with respect to employees of the Companies by any government or regulatory authority in any relevant jurisdiction in respect of the employment of the Non-US Employees; (ii) To SELLER's Knowledge, none of the Companies is involved in any dispute with any trade union, works council or other body representing any of the employees; and (iii) To the SELLER's Knowledge, none of the Companies are involved in nor is there threatened any Proceeding by any former employee of any of the Companies or any Non-US Employee against any of the Companies, in each case which would have a Material Adverse EffectFleetmatics Group. (c) Except as set forth in Section 5.20(c) of the SELLER Disclosure Letter (Compliance with law), to SELLER's Knowledge, SELLER and the Companies have in relation to the Non-US Employees complied with all Applicable Laws relating to their employment with SELLER and the Companies and have withheld all amounts required by Applicable Laws, except to the extent that any violation would not have a Material Adverse Effect. (d) To SELLER's Knowledge the Towers ▇▇▇▇▇▇ report to be provided by SELLER to BUYER before the date of this Agreement contains a materially complete and accurate overview of the Non-US Employees existing terms and conditions and the intended terms and conditions of the Non-US Employees as at Closing.

Labour Matters. (ai) Section 5.20(a) No member of the SELLER Disclosure Letter (Contracts and Commitments) lists the Fleetmatics Group is a party to, or bound by, any collective bargaining agreements as at the date of this Agreement affecting the Non-US employees between the Seller or the Companies and relevant trade unionsagreement, works council contract or other employee representative bodies within agreement or binding understanding with a labour union or labour organisation. No member of the Major Countries Fleetmatics Group is subject to a labour dispute, strike or work stoppage except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Fleetmatics Material Adverse Effect. To the knowledge of Fleetmatics, there are no organisational efforts with respect to the SELLER's Knowledge within other jurisdictions formation of a collective bargaining unit presently being made or threatened involving employees of the Fleetmatics Group. (ii) There is no Unfair Labour Practice (as defined in the National Labor Relations Act) or labour arbitration proceeding pending or, to the extent that it would have a Material Adverse Effect (knowledge of Fleetmatics, threatened against Fleetmatics or its Subsidiaries, except for any such agreements proceeding that has not had and would not reasonably be expected to have a Fleetmatics Material Adverse Effect. (iii) Except as has not had and would not reasonably be expected to have a Fleetmatics Material Adverse Effect, (i) Fleetmatics and each of its Subsidiaries are in compliance with all applicable local, state, federal and foreign Laws relating to employment, including Laws relating to discrimination, fair employment practices (including equal employment opportunities), terms and conditions of employment, hours of work and the transaction contemplated payment of wages or overtime wages, classification of employees and independent contractors, classification of employees and exempt and non- exempt, health and safety, employee privacy, layoffs and plant closings and collective bargaining, (ii) Fleetmatics and its Subsidiaries have not received notice of any charge, complaint, investigation or audit with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labour, employment, wages and hours of work, child labour, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) there are no complaints, arbitration proceedings or lawsuits, pending or, to the knowledge of Fleetmatics, threatened against Fleetmatics or any of its Subsidiaries brought by this Agreement which or on behalf of any applicant for employment, or any current or former employee, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (iv) Except as has not had and would not reasonably be expected to have a Fleetmatics Material Adverse Effect, Fleetmatics and each of its Subsidiaries have (i) withheld all amounts required by Law to be withheld from the wages, salaries, commissions, bonuses and other payments to employees; and (ii) are referred not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing. Neither Fleetmatics nor any of its Subsidiaries is liable for any material payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the Human Resources Agreementordinary course of business, consistent with past practice). (bv) Except as set forth in Section 5.20(b6.1(n)(v) of the SELLER Fleetmatics Disclosure Letter (Litigation): (i) To SELLER's Knowledge there is no pending Schedule, to the knowledge of Fleetmatics, the transactions contemplated by this Agreement will not require the consent of, or threatened charge advance notification to, any works councils, unions or complaint against any similar labour organisations with respect to employees of the Companies by any government or regulatory authority in any relevant jurisdiction in respect of the employment of the Non-US Employees; (ii) To SELLER's Knowledge, none of the Companies is involved in any dispute with any trade union, works council or other body representing any of the employees; and (iii) To the SELLER's Knowledge, none of the Companies are involved in nor is there threatened any Proceeding by any former employee of any of the Companies or any Non-US Employee against any of the Companies, in each case which would have a Material Adverse EffectFleetmatics Group. (c) Except as set forth in Section 5.20(c) of the SELLER Disclosure Letter (Compliance with law), to SELLER's Knowledge, SELLER and the Companies have in relation to the Non-US Employees complied with all Applicable Laws relating to their employment with SELLER and the Companies and have withheld all amounts required by Applicable Laws, except to the extent that any violation would not have a Material Adverse Effect. (d) To SELLER's Knowledge the Towers ▇▇▇▇▇▇ report to be provided by SELLER to BUYER before the date of this Agreement contains a materially complete and accurate overview of the Non-US Employees existing terms and conditions and the intended terms and conditions of the Non-US Employees as at Closing.