Common use of Labor Relations; Employees Clause in Contracts

Labor Relations; Employees. (i) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q) of the Company Disclosure Schedule, (A) neither the Company, Phase Three nor SWI is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) there is no unfair labor practice complaint against the Company pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (D) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage pending or threatened against or involving the Company, Phase Three or SWI, (E) no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, and (G) no employee has informed any officer of the Company or Phase Three that such employee will terminate his or her employment or engagement with the Company, Phase Three or the Surviving Corporation. To the best knowledge of the Company, neither the Company nor any employee of the Company, Phase Three or SWI is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purpose.

Labor Relations; Employees. (i) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q) on Schedule 4.15 of the Company Disclosure ScheduleLetter, (Ai) neither the Company, Phase Three Company nor SWI any Subsidiary is currently delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (Bii) upon termination of the employment of any such employees, neither none of the Company, any subsidiarySubsidiary, Parent, Acquisition Sub nor the Surviving Corporation or Buyer will by reason of anything done any action taken or not taken prior to the Closing by the Company or any Subsidiary be liable to any of such employees for so-called "severance pay" pay or any other payments, (Ciii) the Company and the Subsidiaries are in compliance in all material respects with all material Laws respecting labor, employment and employment practices, terms and conditions of employment and wages and hours, (iv) there is no unfair labor practice complaint against the Company or any Subsidiary pending before the National Labor Relations Board or any comparable other Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agencyEntity, (Dv) there is no labor strike, disputematerial dispute or grievance, claim, charge, lawsuit, proceeding, labor slowdown or stoppage actually pending or or, to the Best Knowledge of the Company, threatened against or involving the Company or any Subsidiary, (vi) other than Glass, Molders, Pottery, Plastics and Allied Workers International Union (AFL-CIO, CLC) Local 311 (the "Workers Union"), no labor union currently represents the employees of the Company or the Subsidiaries and, to the Best Knowledge of the Company, Phase Three or SWI, (E) no labor union has taken any action with respect to organizing the employees of the Company, Phase Three Company or SWIthe Subsidiaries, (Fvii) neither any grievance nor any arbitration proceeding arising out no employee with an annual salary in excess of or under collective bargaining agreements is pending and no claim therefor $50,000 has been asserted against informed the Company, Phase Three any Subsidiary, any Designated Shareholder or SWI, and (G) no employee has informed any officer senior executive of the Company or Phase Three any Subsidiary that such employee will or may terminate his or her employment or engagement with the Company or a Subsidiary and (viii) on the date hereof, the relations between the Company and the Subsidiaries, on one hand, and the Workers Union, on the other hand, are generally good and the Company, Phase Three or TJR and the Surviving Corporation. To the best knowledge Designated Shareholders have no reason to believe that consummation of the Companytransactions contemplated hereby, assuming Buyer will comply with the terms of the agreement between Midwest and the Workers Union, will result in a labor strike, slowdown or stoppage. Other than the Workers Union, neither the Company nor any employee of the CompanySubsidiary is a party to or bound by any collective bargaining agreement, Phase Three union Contract or SWI is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposesimilar agreement.

Labor Relations; Employees. (ia) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q3.15(a) of the Disclosure Letter, as of the date hereof: (i) the Company Disclosure Scheduleand its Subsidiaries are in compliance in all material respects with all applicable Laws respecting employment and employment practices, (A) neither the Companyterms and conditions of employment, Phase Three nor SWI is delinquent in payments to any of its employees for any wages, salarieshours or work and occupational safety and health, commissions, bonuses and is not engaged in any act or practice that constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, applicable Laws; (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (Cii) there is no unfair labor practice charge or complaint against the Company pending or threatened in writing before the National Labor Relations Board or any comparable Governmental Authoritysimilar state or foreign agency; (iii) since December 31, and none of 2003, no labor strikes, disputes, slowdowns, stoppages or lockouts have occurred, are pending, or threatened in writing, involving the Company's Company or any subsidiary's employment policies of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries is not a party to or practices is currently being audited or investigated bound by any federal, state collective bargaining or local government agency, similar agreement; and (Dv) there is are no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage pending or threatened against or involving the Company, Phase Three or SWI, (E) no labor union has taken any action with respect to organizing activities among the employees of the Company. Neither the Company nor any of its Subsidiaries has received written notice of the intent of any governmental entity responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to employees and no such investigation is in progress. (b) Section 3.15(b) of the Disclosure Letter contains a list of each pension, Phase Three profit-sharing or SWIother retirement, bonus, employment, consulting or termination agreement, deferred compensation, change in control, retention, deal bonus, stock option, stock appreciation, stock purchase or other equity based, performance share, bonus or other incentive, severance or termination pay, health, and group insurance plan, agreement, program or arrangement, as well any other “employee benefit plan” (within the meaning of Section 3(3) of ERISA) that the Company and its Subsidiaries or any of their ERISA Affiliates sponsor, maintain, or contribute to or is required to be contributed to by the Company and its Subsidiaries or any of their ERISA Affiliates with respect to employees (current and former), directors or consultants of the Company and its Subsidiaries, or with respect to which the Company or any Subsidiary has or may reasonably be expected to have any liability, whether contingent or direct (each such plan, program or arrangement being hereinafter referred to in this Agreement individually as a “Plan”). (c) Except as set forth in Section 3.15(c) of the Disclosure Letter, the Company has made available to Buyer or Buyer’s counsel a true and complete copy of (i) each Plan (or, to the extent no such copy exists, an accurate description thereof) and all amendments thereto, (Fii) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending each trust agreement, group annuity contract and no claim therefor has been asserted against summary plan description, if any, relating to such Plan, (iii) the Companymost recent IRS determination letter (if any), Phase Three or SWI(iv) the three most recent annual reports (Form 5500) filed with the IRS and attached schedules, and (Gv) no employee for the three most recent years, audited financial statements and actuarial valuations relating to each Plan. (d) Each Plan has informed any officer been established and has been operated in all material respects in accordance with its terms and applicable Laws, including but not limited to ERISA and the Code. Each Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Company Code has received a favorable determination letter from the IRS that remains in effect on the date hereof. No event has occurred since the date such favorable determination letter was issued that could reasonably be expected to affect the tax-qualified status of such Plan. Other than routine claims for benefits, there are no governmental audits, actions, claims, lawsuits or Phase Three that such employee will terminate his or her employment or engagement with arbitrations pending or, to the Company, Phase Three or the Surviving Corporation. To the best knowledge of the Company, threatened in writing with respect to any Plan and no facts or circumstances exist that could reasonably be expected to give rise to any such audit, actions, suits or claims. (e) Except as set forth in Section 3.15(e) of the Disclosure Letter, all required contributions due with respect to any Plan have been made as required under ERISA. The reserves reflected in the 2005 Balance Sheet for the obligations of the Company under all Plans were determined in accordance with GAAP. (f) Neither the Company, any of its Subsidiaries nor any of their ERISA Affiliates (i) maintains or has ever maintained a Plan that is or was ever subject to Section 412 of the Code, Part 3 of Subtitle B of Title I of ERISA, or Title IV of ERISA, (ii) is obligated or has ever been obligated to contribute to a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA). No Plan is a “multiple employer plan” for purposes of Sections 4063 or 4064 of ERISA. (g) No event has occurred and no condition exists that would reasonably be expected to subject the Company, any of its Subsidiaries nor any of their ERISA Affiliates to any material tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Laws. (h) Except as set forth in Section 3.15(h) of the Disclosure Letter, no Plan provides welfare benefits after termination of employment to any employee, former employee, director or consultant, except to the extent required by Section 4980B of the Code, or applicable state law. (i) Except as set forth in Section 3.15(i) of the Disclosure Letter, neither the Company nor any employee of its Subsidiaries is a party to any contract or agreement, plan, or arrangement, including, without limitation, the execution of this Agreement, the consummation of the Companytransactions or other events contemplated by this Agreement, Phase Three concerning any person that, individually or SWI is in violation collectively with other similar agreements, and taking into account any transactions or payments contemplated by this Agreement, could reasonably be expected to give rise to the payment of any term amount that would not be deductible by the Company or any of its Subsidiaries by reason of Section 280G of the Code. Neither the Company nor any of its Subsidiaries has any obligation to make any reimbursement or other payment to any such person with respect to any Tax imposed under Section 4999 of the Code. No Plan exists that, as a result of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, either standing alone or in combination with any subsequent event, will (A) result in any payment becoming due to any current or former employee or director of the Company after the date of this Agreement; (B) increase any benefits otherwise payable under, or result in any other material obligation pursuant to, any Plan; (C) result in the acceleration of time of payment or vesting of any employment contractsuch benefits to any extent or result in any payment or funding (through a grantor trust or otherwise) of any compensation or benefits under any Plan; or (D) limit or restrict the right of the Company to merge, patent disclosure agreement amend or terminate any other contract or agreement relating to Plan. (j) Section 3.15(j) of the relationship Disclosure Letter identifies each nonqualified deferred compensation plan, within the meaning of such employee Section 409A(d)(1) of the Code and associated Treasury Department guidance, including IRS Notice 2005-1 and Proposed Treasury Regulations at 70 Fed. Reg. 57930 (October 4, 2005) in connection with the CompanyCompany may have any liability with respect to current or former employees and directors (each a “NQDC Plan”). With respect to each NQDC Plan, Phase Three it either (i) has been operated in full compliance with Code Section 409A since January 1, 2005, or SWI (ii) does not provide for the payment of any benefits that have or any other party because will be deferred or vested after December 31, 2004 and since October 3, 2004, it has not been “materially modified” within the meaning of Section 409A of the nature Code and associated Treasury Department guidance, including IRS Notice 2005-1, Q&A 18 and the proposed regulations at 70 Fed. Reg. 57930 (October 4, 2005). No NQDC Plan has assets set aside directly or indirectly in the manner described in Section 409A(b)(1) of the business conducted Code or proposed contains a provision that would be subject to be conducted by Section 409A(b)(2) of the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposeCode.

Labor Relations; Employees. (a) Part 2.10 of Schedule 1 hereto (i) The Company employs a total sets forth the name, date of approximately 20 employeesemployment, job title, the monthly compensation, and Phase Three employs a total any bonuses of approximately 220 employees. Except as set forth in Section 3.1(q) each regular, full-time and part-time employee of the Company Disclosure Scheduleas of the date hereof; (ii) lists all employment, (Amanagerial, advisory, and consulting agreements, employee confidentiality or other agreements protecting proprietary processes, formulae, or information to which the Company is a party, and any employee handbook(s) neither published by the Company; (iii) lists every employee of the Company on authorized leaves of absence who has a right to return to employment, Phase Three nor SWI every contract employee or temporary employee; and (iv) sets forth the name, office and years of service for each officer and each director of the Company. (b) To Seller's best knowledge, the Company is not in violation of any federal, state or other applicable Law respecting employment, social security or employment practices relating to its own employees or to the employees of any of its subcontractors. (c) To Seller's best knowledge, the Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the date hereof or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (Cii) there is no unfair labor practice complaint against the Company pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (Diii) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage actually pending or threatened against or involving the Company, Phase Three (iv) the Company is not a party to or SWIbound by any collective bargaining agreement and neither any grievance nor any arbitration proceeding arising out of or under a collective bargaining agreement is pending and no such claim has been asserted, (Ev) no labor union currently represents the employees of the Company and no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, and (Gvi) no key employee has informed any officer of the Company or Phase Three that such employee will or may terminate his or her employment or engagement with the CompanyCompany and (vii) except as otherwise described in this Agreement, Phase Three or there are no payments of benefits to the Surviving Corporation. To the best knowledge employees of the CompanyCompany above or different from the statutory benefits corresponding under the applicable labor law. (d) To Seller's best knowledge, neither the Company nor any employee has filed or caused to be filed all social security returns required under the statutes, rules or regulations of the Company, Phase Three or SWI is jurisdiction of its incorporation and all other applicable jurisdictions. All amounts shown in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating said returns to be due and all additional demands received prior to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed date hereof have been paid in due time and all withholdings required to be conducted by made prior to the Company, Phase Three or SWIdate hereof have been duly made and paid in due time. All individuals considered by The amounts set up as accruals for social security contributions in the Company, Phase Three or SWI to be independent contractors are, Financial Statements are sufficient for the payment of all accrued and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposeyet paid amounts.

Labor Relations; Employees. (i) The As of April 9, 2001, the Company employs employed a total of approximately 20 employees, 71 full-time employees and Phase Three employs Carnegie employed a total of approximately 220 26 full-time employees. Except as set forth in Section 3.1(q3.1(s) of the Company Disclosure Schedule, (A) neither the Company, Phase Three Company nor SWI Carnegie is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, Carnegie, any other subsidiary, Parent, Acquisition Sub Alloy nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) there is no unfair labor practice complaint against the Company or Carnegie pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (D) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage pending or overtly threatened against or involving the Company, Phase Three Company or SWICarnegie, (E) to the Company's, Carnegie's and the Stockholders' knowledge, no labor union has taken any action with respect to organizing the employees of the Company, Phase Three Company or SWICarnegie, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three Company or SWICarnegie, and (G) no employee has informed any officer of the Company or Phase Three Carnegie that such employee will terminate his or her employment or engagement with the Company, Phase Three Carnegie or the Surviving Corporation. To the best knowledge of the Company, Carnegie and the Stockholders, neither the Company nor Carnegie nor any employee of the Company, Phase Three Company or SWI Carnegie is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three Company or SWI Carnegie or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three Company or SWICarnegie. All individuals considered by the Company, Phase Three Company or SWI Carnegie to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common common law employees" for tax, benefits, wage, labor or any other legal purpose.

Labor Relations; Employees. (ia) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q4.14(a) of the Company Disclosure Schedule: (i) the Company and each Subsidiary of the Company is and in the past three (3) years has been in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work, equal opportunity, harassment, immigration, disability, affirmative action, leaves of absence, rest periods, meal breaks, workers’ compensation, unemployment insurance, occupational safety and health, the collection and payment of withholding and/or social contribution Taxes and similar Taxes, and plant closings, mass layoffs and relocations and in the past three (3) years, has not engaged in any unfair labor practice as defined in the National Labor Relations Act or other applicable Laws, (Aii) neither within the Company, Phase Three nor SWI is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, past three (B3) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) years there is has been no unfair labor practice charge or complaint against the Company or any Subsidiary of the Company pending or, to the knowledge of the Company, threatened in writing before the National Labor Relations Board or any comparable Governmental Authoritysimilar state, local or foreign agency, (iii) there is and none within the last three (3) years has been no labor strike, slowdown, stoppage, lockout, concerted refusal to work overtime, picketing or other labor dispute pending or to the knowledge of the Company's , threatened in writing against the Company or any subsidiary's employment policies Subsidiary of the Company, and (iv) neither the Company nor any Subsidiary of the Company is or practices is currently being audited within the past three (3) years has been a party to or investigated bound by any federalcollective bargaining or similar agreement and no employee of the Company or any Subsidiary of the Company is or within the last three (3) years has been represented by a union or other labor organization in connection with his or her employment with the Company or such Subsidiary; (v) neither the Company nor any Subsidiary of the Company within the last twelve (12) months has received any written notice from the Equal Employment Opportunity Commission or any state or local agency responsible for the prevention of unlawful employment practices of any charge or complaint being filed or pending with respect to the Company or any Subsidiary of the Company; and (vi) neither the Company nor any Subsidiary of the Company within the last three (3) years has received written notice from any national, state or local government agencyagency responsible for the enforcement of labor or employment Law of an intention to conduct an investigation of the Company or any Subsidiary of the Company and, (D) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage pending or threatened against or involving to the Company, Phase Three or SWI, (E) no labor union has taken any action with respect to organizing the employees knowledge of the Company, Phase Three no such investigation is in progress. (b) Section 4.14(b) of the Disclosure Schedule contains, as of the date hereof, a true and complete list of the name, position, union membership, employing entity, job location, current annualized rate of base compensation or SWIhourly rate of pay, (F) neither any grievance nor any arbitration proceeding arising out and target annual cash incentive compensation opportunity for each employee of or under collective bargaining agreements is pending the Company and no claim therefor has been asserted against each Subsidiary of the Company. To the knowledge of the Company, Phase Three no such employee is party to a Contract (other than a Contract with the Company or SWIa Subsidiary of the Company) that prohibits or restricts such employee’s employment with or performance of duties for the Company and its Subsidiaries. To the knowledge of the Company, and (G) no employee has informed any officer of the Company or Phase Three any Subsidiary of the Company or any employee of the Company or any Subsidiary of the Company with an annual base salary in excess of $100,000 has indicated in writing that such employee will he or she intends to terminate his or her employment or engagement with the Company, Phase Three Company or the Surviving Corporation. To the best knowledge such Subsidiary of the Company, neither the Company nor any employee of the Company, Phase Three or SWI is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purpose.

Labor Relations; Employees. (i) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in listed on Section 3.1(q2(o) of the Company Disclosure Schedule, (A) neither no entity in the Company Group has entered into a contract, arrangement or other agreement with any labor union, trade union or other association representing any employees of the Company. There is no labor dispute or work stoppage pending or, Phase Three nor SWI is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company’s Knowledge, threatened against any subsidiaryentity in the Company Group, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) there is no unfair labor practice charge or complaint or other action against any entity in the Company Group pending or, to the Company’s Knowledge, threatened before the National Labor Relations Board or any comparable Governmental Authorityother U.S. or similar foreign governmental authority or agency, and none of during the past three years, there has been no labor strike or work stoppage actually pending or, to the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal’s Knowledge, state or local government agency, (D) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage pending or threatened against or involving affecting any entity in the Company Group, no question concerning representation is pending or, to the Company’s Knowledge, Phase Three or SWI, (E) no labor union has taken any action with respect to organizing the threatened respecting employees of any entity in the CompanyCompany Group, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor written grievance is pending. Each entity in the Company Group has been asserted against complied in all material respects with all legal requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the Companypayment of social security and similar taxes, Phase Three or SWIoccupational safety and health, and (G) no plant closing. No employee has informed of any officer of entity in the Company Group has provided written notice of his or Phase Three that such employee will her intention to terminate employment with any entity in the Company Group or to terminate his or her employment upon or engagement in connection with the Company, Phase Three or the Surviving Corporationtransactions contemplated by this Agreement. To the best knowledge Company’s Knowledge, no management employee of any entity in the Company Group and no group of employees of any entity in the Company Group has any plans to terminate his, her or their employment, and no entity within the Company Group has any present intention to terminate the employment of any employee. Except as set forth on Section 2.1(o)(ii) of the Disclosure Schedule, there are no legal actions, proceedings, audits, investigations, charges, claims, complaints, or grievances are pending or, to Company’s Knowledge, threatened respecting, involving, by or on behalf of, any applicant for employment, any current employee or any former employee, or other person performing services, or any class of the foregoing, whether in the form of claims for employment discrimination, harassment, retaliation, wrongful discharge, breach of contract, unfair business practice, unfair labor practices, wage and hour, tort, unfair competition or otherwise. (ii) Each entity in the Company Group has delivered to Buyer: (A) true and complete copies of each pension, retirement, savings, deferred compensation, and profit-sharing plan (including any trust, custodial or insurance agreements thereunder) and each stock option, stock appreciation, stock purchase, performance share, bonus or other incentive plan, severance plan, health, group insurance or other welfare plan, vacation policies, holiday pay policies, severance pay policies, sick or personal pay policies, incentive bonus programs, company car policies and service award policies, or other similar plans or arrangements and any “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), under which any entity in the Company Group has any current or future obligation or liability to make contributions or other payments or to provide compensation or benefits or under which any employee or former employee (or beneficiary of any employee or former employee) of any entity in the Company Group has or may have any current or future right to compensation or benefits (the term “plan” shall include any contract, agreement, plan, policy, program or understanding, each such plan being hereinafter referred to individually as a “Plan”); (B) any correspondence from or to the Internal Revenue Service (“IRS”), Department of Labor (“DOL”), or any other Governmental Authority during the last three (3) years relating to such Plan(s) including, but not limited to, any Form 5500 Annual Reports; (C) a list of all such Plan(s) is set forth on the attached Section 2.1(o)(ii)(C) of the Disclosure Schedule; (D) true and complete copies of each employment agreement with respect to individuals to which any entity in the Company Group is a party and any amendments thereto; and (E) a list of any private administrative exemptions from any transactions prohibited by ERISA section 406 that has been granted to the Company by DOL. (iii) Each Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and related trust is a prototype plan that has a favorable opinion letter from the IRS, and, to the Company’s Knowledge, no amendment to, or failure to amend, any such Plan adversely affects its tax qualified status, and with respect to each such Plan: (A) no transaction prohibited by ERISA section 406 has occurred (other than a transaction that is the subject of a statutory or administrative exemption) which would result in a material liability to any entity in the Company Group; (B) no entity in the Company Group has material liability to the IRS with respect to any such Plan, including any excise tax liability imposed by Chapter 43 of the Code; (C) neither the Company nor any other entity in the Company Group has any material liability to pay any civil penalty under ERISA sections 502 or 4071; and (D) the Company and each other entity in the Company Group has timely filed all required reports (including, but not limited to, Form 5500 Annual Reports), and all notices and disclosures have been timely provided to affected Plan participants, as required by ERISA and the Code, except and to the extent that such failure would not result in a material liability to the Company. (iv) Each such Plan which is an “employee welfare benefit plan” within the meaning of ERISA section 3(1) has been operated in all material respects in accordance with ERISA, the Code, and all other applicable laws, including, but not limited to, the requirements of ERISA section 601 and Code section 4980B. (v) Neither the Company, Phase Three any other entity in the Company Group nor any entity treated or SWI previously treated as a single employer with the Company Group under Code section 414 maintains or has an obligation to contribute to, and within the six-year period ending on Closing, has not previously maintained or had an obligation to contribute to or had any other liability under or with respect to, a “multi-employer plan” as defined in ERISA section 3(37) or any Plan subject to the funding requirements of ERISA section 303 or Code Section 412 (other than a money purchase pension plan) or to the requirements or coverage of Title IV of ERISA. No entity in the Company Group: (A) maintains, nor previously maintained a “multiple employer welfare arrangement” as those terms are defined in ERISA section 3(40), or a “voluntary employees’ beneficiary association” as that term is defined in violation Code section 501(c)(9); (B) has any contract, plan or commitment to create any additional Plans or to materially modify any existing Plan; (C) except to the extent required by ERISA section 601 and Code section 4980B, has agreed to provide health or welfare benefits to any retired or former employees and is obligated to provide health or welfare benefits to any active employee following such employee’s retirement or termination of employment; or (D) has agreed to “gross up” or otherwise compensate any such individual because of the imposition of any term excise tax on a payment to such individual, or (E) has any material liability, nor has taken any action that would give rise to such liability, including under any Plan, arising out of the treatment of any employment contractservice provider as a consultant or independent contractor and not as an employee. (vi) There are no lawsuits, patent disclosure agreement actions, claims, investigations or legal or administrative or arbitration proceedings (other than routine uncontested claims for benefits) pending or, to the Company’s Knowledge, threatened, with respect to any Plan or the assets of any Plan. With respect to each Plan, all contributions (including employee salary reduction contributions) and all material insurance premiums that have become due have been paid, and any such expense accrued but not yet due has been properly reflected in the Most Recent Balance Sheet. Except as reflected in the Most Recent Balance Sheet, there is no liability relating to any Plan that could reasonably be expected to have a Material Adverse Effect. (vii) All outstanding options for Shares and other equity awards based upon or related to Shares may be cancelled, terminated and extinguished prior to the Closing through the provision of Option Payments, and, except as set forth in Section 2.1(o) of the Disclosure Schedule, no such options or awards, payments with respect to such options or awards, or rights to be granted such options or awards shall be outstanding upon the Closing. (viii) Except as set forth on Section 2.1(o) of the Disclosure Schedule, the Purchase and Sale contemplated hereunder will not by itself or in combination with any other event (without regard to whether such event has or may occur) (i) cause any Plan to increase benefits payable to any participant or beneficiary, (ii) entitle any current or former employee or other service provider of any entity in the Company Group to severance pay, unemployment compensation or any other contract payment, benefit or agreement relating to award or (iii) accelerate or modify the relationship time of payment or vesting, or increase the amount of any benefit, award or compensation due any such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposeservice provider.

Labor Relations; Employees. (i) Section 3.1(t) of the Company Disclosure Schedule sets forth the name, title, department, start date, salary for 1998 and 1999, option grant, any special benefits and termination dates, if applicable, for each employee of the Company since its inception. The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employeeshas no employees other than the Stockholder. Except as set forth in Section 3.1(q3.1(t) of the Company Disclosure Schedule, (A) neither the Company, Phase Three nor SWI Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) there is no unfair labor practice complaint against the Company pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (D) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage actually pending or or, to the best knowledge of the Company and the Stockholder, threatened against or involving the Company, Phase Three or SWI, (E) no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, Company and (G) no employee has informed any officer of the Company or Phase Three that such employee will terminate his or her employment or engagement with the Company, Phase Three Company or the Surviving Corporation. To Corporation and the best knowledge Company has no reason to believe that the key employees that accept employment with the Surviving Corporation will not remain employees of the Company, neither Surviving Corporation for at least ninety (90) days after the Company nor any Closing. No employee of the Company, Phase Three or SWI Company is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI Company or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three Company or SWI. All individuals considered the execution and delivery of the Confidentiality Agreement by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposesuch employee.

Labor Relations; Employees. (i) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q) 4.15 of the Company Disclosure ScheduleLetter, (Ai) neither the Company, Phase Three nor SWI Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (Bii) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub Seller nor the Surviving Corporation Buyer will by reason of anything done any action taken or not taken, which is required to be taken by the Seller, prior to the Closing be liable to any of such employees for so-called "severance pay" pay or any other payments, (Ciii) the Seller is in compliance in all material respects with all Laws respecting labor, employment and employment practices, terms and conditions of employment and wages and hours, (iv) there is no unfair labor practice complaint against the Company Seller pending before the National Labor Relations Board or any comparable other Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agencyEntity, (Dv) there is no labor strike, disputematerial dispute or grievance, claim, charge, lawsuit, proceeding, labor slowdown or stoppage actually pending or or, to the Best Knowledge of the Seller and the Shareholders, threatened against or involving the Company, Phase Three or SWISeller, (Evi) no labor union currently represents the employees of the Seller and, to the Best Knowledge of the Seller and the Shareholders, no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWISeller, and (Gvii) no key employee has informed the Seller, any officer Shareholder or any senior executive of the Company or Phase Three Seller that such employee will or may terminate his or her employment or engagement with the CompanySeller. The Seller is not a party to or bound by any collective bargaining agreement, Phase Three union Contract or the Surviving Corporation. To the best knowledge of the Company, neither the Company nor any employee of the Company, Phase Three or SWI is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposesimilar agreement.

Labor Relations; Employees. (ia) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q3.15(a) of the Company Disclosure Schedule, (A) neither as of the date hereof, to the knowledge of the Company: (i) the Company is in compliance in all material respects with all applicable Laws respecting employment and employment practices, Phase Three nor SWI is delinquent in payments to any terms and conditions of its employees for any employment, wages, salarieshours or work and occupational safety and health, commissions, bonuses and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employeesapplicable Laws, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (Cii) there is no unfair labor practice charge or complaint against the Company pending or threatened in writing before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, similar state or local government foreign agency, (Diii) there is no material labor strike, dispute, claimslowdown, chargestoppage or lockout pending, lawsuit, proceeding, labor slowdown or stoppage pending affecting or threatened in writing against or involving the Company, Phase Three (iv) the Company is not a party to or SWI, bound by any collective bargaining or similar agreement and (Ev) there are no labor union has taken any action with respect to organizing activities among the employees of the Company. (b) Section 3.15(b) of the Disclosure Schedule contains a list of each pension, Phase Three profit-sharing or SWIother retirement, (F) neither any grievance nor any arbitration proceeding arising out of bonus, employment or under collective bargaining agreements is pending and no claim therefor has been asserted against the Companytermination agreement, Phase Three deferred compensation, stock option, stock appreciation, stock purchase, performance share, bonus or SWIother incentive, severance or termination pay, health, and group insurance plan, program or arrangement, as well any other "employee benefit plan" (Gwithin the meaning of Section 3(3) no employee has informed any officer of ERISA) that the Company and its Subsidiaries sponsor, maintain, or contribute to with respect to employees of the Company and its Subsidiaries, or Phase Three with respect to which the Company or any Subsidiary has or may reasonably be expected to have any liability, whether contingent or direct (each such plan, program or arrangement being hereinafter referred to in this Agreement individually as a "Plan"). (c) The Company has made available to Buyer or Buyer's counsel a true and complete copy of each material Plan, all amendments thereto, the most recent summary plan description or other written description of the Plan, the most recent IRS determination letter (if any), and the most recent annual report (if any) required to be filed in connection with such Plan. (d) Each Plan that is intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS that remains in effect on the date hereof. No event has occurred since such employee will terminate his favorable determination letter was issued that could reasonably be expected to jeopardize the tax-qualified status of such Plan. (e) Except as set forth in Section 3.15(e) of the Disclosure Schedule, all required contributions due with respect to any Plan have been made as required under ERISA. The reserves reflected in the Company Financials for the obligations of the Company under all Plans were determined in accordance with GAAP. (f) No Plan is subject to the provisions of Section 412 of the Code, Part 3 of Subtitle B of Title I of ERISA, or her employment or engagement Title IV of ERISA. (g) No Plan constitutes a "multiemployer plan" (within the meaning of Section 3(37) of ERISA), and, with the Company, Phase Three or the Surviving Corporation. To the best knowledge of respect to the Company, neither the Company nor any employee of its ERISA Affiliates has, in the past six years, contributed to or otherwise had any obligation or liability in connection with any multiemployer plan (within the meaning of Section 3(37) of ERISA). (h) Neither the Company nor any of its ERISA Affiliates has engaged in a "prohibited transaction" (within the meaning of Section 4975 of the Code or Section 406 of ERISA) that would reasonably be expected to have a Company Material Adverse Effect with respect to any Plan. To the knowledge of the Company, Phase Three no "prohibited transaction" (within the meaning of Section 4975 of the Code or SWI is Section 406 of ERISA) that would reasonably be expected to have a Company Material Adverse Effect has occurred with respect to any Plan. (i) Each Plan has been operated in violation of any term of any employment contractall material respects in accordance with its terms and applicable Laws, patent disclosure agreement or any other contract or agreement relating and will continue to be so operated until the Effective Time. (j) Other than routine claims for benefits, to the relationship knowledge of such employee with the Company, Phase Three there are no actions, claims, lawsuits or SWI arbitrations pending or threatened in writing with respect to any other party because Plan. (k) Except as set forth in Section 3.15(k) of the nature Disclosure Schedule, the consummation of the business conducted transactions contemplated by this Agreement, either standing alone or proposed in combination with any subsequent event, will not (A) result in any payment becoming due to be conducted by any current or former employee or director of the Company, Phase Three (B) increase any benefits otherwise payable under any Plan, or SWI. All individuals considered (C) result in the acceleration of time of payment or vesting of any such benefits to any extent. (l) Except as set forth in Section 3.15(l) of the Disclosure Schedule, no Plan provides welfare benefits after termination of employment except to the extent required by Section 4980B of the CompanyCode. (m) Except as set forth on Section 3.15(m) of the Disclosure Schedule, Phase Three no amount that could be received (whether in cash or SWI to property or the vesting of property) in connection with the consummation of the transactions contemplated by this Agreement by any employee, officer or director of the Company who is a "disqualified individual" (as such term is defined in Treasury Regulation Section 1.280G-1) under any Plan or otherwise could be independent contractors are, and could only be reasonably considered to be, characterized as an "excess parachute payment" (as defined in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposeSection 280G(b)(1) of the Code).

Labor Relations; Employees. (a) (i) The Neither the Company employs nor any of its Subsidiaries is a total party to or bound by any Collective Bargaining Agreement or other labor-related agreement or arrangement with any labor or trade union, works council, employee representative body or labor organization or association (collectively, a “Labor Organization”), (ii) no such Collective Bargaining Agreement is being negotiated by the Company or any of approximately 20 employeesthe Company’s Subsidiaries, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q(iii) no employees of the Company Disclosure Schedule, (A) neither the Company, Phase Three nor SWI is delinquent in payments to or any of its employees for Subsidiaries are represented by any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them Labor Organization with respect to date or amounts required to be reimbursed to such employees, (B) upon termination of the their employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) there is no unfair labor practice complaint against with the Company or its Subsidiaries, and (iv) no Labor Organization has requested or made a pending demand for recognition or certification before the National Labor Relations Board or any comparable Governmental Authorityother labor relations tribunal or authority, and none of or to the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (D) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage pending or threatened against or involving the Company, Phase Three or SWI, (E) no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, and (G) no employee has informed any officer of the Company or Phase Three that such employee will terminate his or her employment or engagement with the Company, Phase Three or the Surviving Corporation. To the best knowledge of the Company, neither requested or made a pending demand for recognition or certification or sought to organize or represent any of the employees of the Company or its Subsidiaries with respect to their employment with the Company or its Subsidiaries. (b) In the past three (3) years, there has been no actual or, to the knowledge of the Company, threatened unfair labor practice charge, material grievance, material arbitration, strike, slowdown, work stoppage, lockout, picketing, hand billing, or other material labor dispute against or affecting the Company or any Subsidiary of the Company. (c) The Company and its Subsidiaries have satisfied any pre-signing legal or contractual requirement to provide notice to, or enter into any consultation procedure with any Labor Organization in connection with the execution of this Agreement or the transactions contemplated by this Agreement, and the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any breach or other violation of any Collective Bargaining Agreement to which the Company or its Subsidiaries is a party or bound. (d) Each of the Company and its Subsidiaries are, and have been for the past three (3) years, in compliance in all material respects with all applicable Laws respecting labor and employment practices, including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not be material to the business of the Company and its Subsidiaries. (e) The Company and its Subsidiaries are not delinquent in payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid. (f) In the past three (3) years, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any Collective Bargaining Agreement or any other complaints, grievances or arbitration procedures against them, (iii) notice of any charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, 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, or (v) notice of any compliant, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, except, in each case, as would not be material to the business of the Company and its Subsidiaries. (g) To the knowledge of the Company, no Key Company Employee intends to terminate his or her employment. (h) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries is in material violation of any material term of any employment agreement, restrictive covenant, nondisclosure obligation, or fiduciary duty (i) to the Company or any of the Company’s Subsidiaries or (ii) to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of Trade Secrets or proprietary information. (i) Neither the Company nor any of the Company’s Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or any form of illegal discrimination by either (i) an officer or Key Company Employee of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Vice President or above. To the knowledge of the Company, Phase Three or SWI is in violation the last three (3) years, no allegations of any term of any employment contractsexual harassment, patent disclosure agreement sexual misconduct or any form of illegal discrimination have been made against (i) an officer or Key Company Employee of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Vice President or above. (j) In the past three (3) years, the Company and its Subsidiaries are and have been in compliance in all material respects with all notice and other contract requirements under the Workers’ Adjustment and Retraining Notification Act of 1988 and any similar foreign, state or agreement local law relating to plant closings and layoffs. The Company and its Subsidiaries have not engaged in broad-based layoffs, furloughs, employment terminations (other than for cause) or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2020 through the relationship of such employee with the date hereof. The Company, Phase Three or SWI or any other party because taken as a whole with its Subsidiaries, has sufficient employees to operate the business of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, Company and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposeits Subsidiaries as currently conducted.

Labor Relations; Employees. (i) The Company and each Subsidiary, collectively, employs a total of approximately 20 employees, eighty four (84) employees in the United States and Phase Three employs a total one in Canada as of approximately 220 employeesthe date hereof. Except as set forth in Section 3.1(q2.1(s) of the Company Disclosure Schedule, (A) neither the Company, Phase Three Company nor SWI any Subsidiary is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, any subsidiarySubsidiary, Parent, Acquisition Sub nor the Surviving Corporation Purchaser will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) the Company and each Subsidiary is in compliance in all material respects with all Federal, state, local and foreign laws and regulations respecting labor, employment and employment practices, terms and conditions of employment and wages and hours, (D) there is no unfair labor practice complaint against the Company or any Subsidiary pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (DE) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage actually pending or or, to the knowledge of the Company, threatened against or involving the Company, Phase Three Company or SWIany Subsidiary, (EF) no labor union has taken any action with respect to organizing the employees of the Company, Phase Three Company or SWIany Subsidiary, (FG) neither any grievance which could reasonably be expected to have a Company Material Adverse Effect on the conduct of the business of the Company and each Subsidiary, taken as a whole, nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three Company or SWI, any Subsidiary and (GH) no employee has informed any officer of the Company or Phase Three any Subsidiary that such employee will terminate his or her employment or engagement with the Company, Phase Three Company or any Subsidiary and the Surviving CorporationCompany has no reason to believe that the key employees will not remain employees of the Company or any Subsidiary after the Closing. To the best knowledge of the Company's knowledge, neither the Company nor any no employee of the Company, Phase Three Company or SWI any Subsidiary is in violation of any term of any employment contract, patent non-disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three Company or SWI any Subsidiary or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor Company or any other legal purposeSubsidiary.

Labor Relations; Employees. (a) Part 3.10 of Schedule 3 hereto (i) The Company employs a total sets forth the name, date of approximately 20 employeesemployment, job title, the monthly compensation, and Phase Three employs a total any bonuses of approximately 220 employees. Except as set forth in Section 3.1(q) each regular, full-time and part-time employee of the Company Disclosure Scheduleas of the date hereof; (ii) lists all employment, (Amanagerial, advisory, and consulting agreements, employee confidentiality or other agreements protecting proprietary processes, formulae, or information to which the Company is a party, and any employee handbook(s) neither published by the Company; (iii) lists every employee of the Company on authorized leaves of absence who has a right to return to employment, Phase Three nor SWI every contract employee or temporary employee; and (iv) sets forth the name, office and years of service for each officer and each director of the Company. (b) To Seller's best knowledge, the Company is not in violation of any federal, state or other applicable Law respecting employment, social security or employment practices relating to its own employees or to the employees of any of its subcontractors. (c) To Seller's best knowledge, the Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the date hereof or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (Cii) there is no unfair labor practice complaint against the Company pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (Diii) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage actually pending or threatened against or involving the Company, Phase Three (iv) the Company is not a party to or SWIbound by any collective bargaining agreement and neither any grievance nor any arbitration proceeding arising out of or under a collective bargaining agreement is pending and no such claim has been asserted, (Ev) no labor union currently represents the employees of the Company and no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, and (Gvi) no key employee has informed any officer of the Company or Phase Three that such employee will or may terminate his or her employment or engagement with the CompanyCompany and (vii) except as otherwise described in this Agreement, Phase Three or there are no payments of benefits to the Surviving Corporation. To the best knowledge employees of the CompanyCompany above or different from the statutory benefits corresponding under the applicable labor law. (d) To Seller's best knowledge, neither the Company nor any employee has filed or caused to be filed all social security returns required under the statutes, rules or regulations of the Company, Phase Three or SWI is jurisdiction of its incorporation and all other applicable jurisdictions. All amounts shown in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating said returns to be due and all additional demands received prior to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed date hereof have been paid in due time and all withholdings required to be conducted by made prior to the Company, Phase Three or SWIdate hereof have been duly made and paid in due time. All individuals considered by The amounts set up as accruals for social security contributions in the Company, Phase Three or SWI to be independent contractors are, Financial Statements are sufficient for the payment of all accrued and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposeyet paid amounts.

Labor Relations; Employees. (ia) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q3.13(a) of the Company Seller Disclosure Schedule, (Ai) neither the CompanySold Companies are not, Phase Three nor SWI since January 1, 2013 have they been, a party to or bound by any collective bargaining agreement with a labor union, organization or works council (other than any national or regional collective bargaining agreement governing the terms of employment for certain employees outside the United States), no such agreement or contract is delinquent in payments being negotiated by the Sold Companies as of the date hereof and no labor union, organization or works council currently represents any of the Business Employees, (ii) no union organizing activities involving any labor union, organization or works council, including but not limited to any petitions or requests by any labor union, organization, or works council for recognition as the Business Employees’ exclusive bargaining representative, are pending or, to the Knowledge of its employees for Seller, threatened against any wagesof the Sold Companies, salaries(iii) there is no labor strike or work stoppage pending, commissionsor, bonuses to the Knowledge of the Seller, threatened against any of the Sold Companies, (iv) the Sold Companies are not involved in or, to the Knowledge of the Seller, threatened, with any organized labor dispute, material grievance, or other direct compensation for litigation relating to labor matters involving any services performed by them to date Business Employees, including violation of any labor, safety or amounts required employment Laws, charges of unfair labor practices or discrimination complaints, which, if adversely decided, would be reasonably expected, individually or in the aggregate, to be reimbursed material to such employeesthe Sold Companies or the Business, (Bv) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any Knowledge of such employees for so-called "severance pay" or any other paymentsSeller, (C) there is no unfair labor practice charge or comparable or analogous complaint alleged against the Company Sold Companies or pending before the National Labor Relations Board (or any comparable Governmental Authorityequivalent regulatory body, tribunal or authority) against the Sold Companies, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (Dvi) there is no labor strikegrievance, disputearbitration hearing, claimor arbitration award pending or, chargeto the Knowledge of Seller, lawsuitthreatened against the Sold Companies in respect of the Business which, proceedingif adversely decided, labor slowdown would be reasonably expected, individually or stoppage in the aggregate, to be material to the Sold Companies or the Business. (b) Except as set forth in Section 3.13(b) of the Seller Disclosure Schedule, the Sold Companies (i) are and at all times since January 1, 2013 have been, in compliance in all material respects with all applicable Laws relating to the employment of the Business Employees, including those related to wages, hours, eligibility for and payment of overtime compensation, worker classification (including the proper classification of independent contractors and consultants), contributions to Governmental Authority compensation or benefit funds or programs, unemployment insurance, workers’ compensation, immigration, harassment, discrimination, disability rights and benefits, affirmative action, plant closings and mass layoffs, and occupational safety and health Laws, in each case, with respect to the Business Employees; (ii) are not liable in any material respects for any unpaid wages, salary, vacation pay, sick pay, overtime pay, commissions, bonuses, severance and termination pay, benefits or other compensation for any services or otherwise arising under any policy, practice, Contract, plan, or program; (iii) are not party to, and have no Knowledge of any material pending or threatened against complaints regarding any Business Employees’ overtime exemption status or entitlement to wages or overtime payments; (iv) are not party to, and have no Knowledge of any material complaint, action, audit, investigation or other legal proceeding pending or threatened to be brought or filed, by or with any Governmental Authority involving the CompanySold Companies’ compliance with any employment, Phase Three discrimination, labor or SWIwage and hour Law, including the overtime exemption status of any Business Employee or independent contractor classification status of any individual engaged by the Sold Companies as such; and (Ev) no labor union has taken are not liable for any action material payment to any trust or other fund or to any Governmental Authority, with respect to organizing unemployment compensation benefits, social security, Taxes or other benefits for Business Employees. (c) The Sold Companies have not engaged in any plant closing or employee layoff activities within the employees of last two (2) years that would violate or in any way implicate the CompanyWorker Adjustment and Retraining Notification Act or any similar Law (the “WARN Act”). (d) The Sold Companies have filed, Phase Three maintained and complied with all records and reports pertaining to equal employment opportunities required under applicable Laws or SWIany Government Contract, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending including, but not limited to, EEO-1 reports, VETS-100 and no claim therefor has been asserted against the CompanyVETS-4214 reports, Phase Three or SWIaffirmative action plans, and other similar records and reports, and have done so in accordance with such Laws (Gand all implementing regulations) no employee has informed and any officer of the Company or Phase Three that such employee will terminate his or her employment or engagement with the Company, Phase Three or the Surviving Corporation. Government Contract. (e) To the best knowledge Knowledge of Seller: (i) all Transferred Employees are legally entitled to work in the Companycountry in which they are currently employed, neither including the Company nor any employee of the Company, Phase Three or SWI is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed to be conducted United States; and (ii) all Business Employees employed by the CompanySold Companies during the past three (3) years were, Phase Three or SWI. All individuals considered by at the Companytime of their employment, Phase Three or SWI legally entitled to be independent contractors arework in the country that they were employed in at such time, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposeincluding the United States.

Labor Relations; Employees. (i) The Neither the Company employs nor any other entity in the Company Group has entered into a total of approximately 20 employeescontract, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q) arrangement or other agreement with any labor union, trade union or other association representing any employees of the Company Disclosure Schedule, (A) neither the Company, Phase Three nor SWI is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other paymentsentity in the Company Group. There is no labor dispute or work stoppage pending or, (C) to the Company’s Knowledge, threatened against the Company or any other entity in the Company Group, there is no unfair labor practice charge or complaint or other action against the Company or any other entity in the Company Group pending or, to the Company’s Knowledge, threatened before the National Labor Relations Board or any comparable Governmental Authorityother U.S. or similar foreign governmental authority or agency, and none of during the past three years, there has been no labor strike or work stoppage actually pending or, to the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal’s Knowledge, state or local government agency, (D) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage pending or threatened against or involving affecting the Company or any other entity in the Company Group, no question concerning representation is pending or, to the Company’s Knowledge, Phase Three or SWI, (E) no labor union has taken any action with respect to organizing the threatened respecting employees of the Company, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, and (G) no employee has informed any officer of the Company or Phase Three that such any other entity in the Company Group, and no written grievance is pending. The Company and each other entity in the Company Group has complied in all material respects with all legal requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No employee will of any entity in the Company Group has provided written notice of his or her intention to terminate employment with the entity or Company Group or to terminate his or her employment upon or engagement in connection with the Company, Phase Three or the Surviving Corporationtransactions contemplated by this Agreement. To the best actual knowledge of the Knowledge Group, or any one of them, no management employee of any entity in the Company Group and no group of employees of any entity in the Company Group has any plans to terminate his, her or their employment, and no entity within the Company Group has a present intention to terminate the employment of any employee. Except as set forth on Schedule 2.1(o)(i), there are no legal actions, proceedings, audits, investigations, charges, claims, complaints, or grievances are pending or, to Company’s Knowledge, threatened respecting, involving, by or on behalf of, any applicant for employment, any current employee or any former employee, or other person performing services, or any class of the foregoing, whether in the form of claims for employment discrimination, harassment, retaliation, wrongful discharge, breach of contract, unfair business practice, unfair labor practices, wage and hour, tort, unfair competition or otherwise. (ii) The Company has delivered to Buyer: (A) true and complete copies of each pension, retirement, savings, deferred compensation, and profit-sharing plan (including any trust, custodial or insurance agreements thereunder) and each stock option, stock appreciation, stock purchase, performance share, bonus or other incentive plan, severance plan, health, group insurance or other welfare plan, vacation policies, holiday pay policies, severance pay policies, sick or personal pay policies, incentive bonus programs, company car policies and service award policies, or other similar plans or arrangements and any “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), under which the Company or any other entity in the Company Group has any current or future obligation or liability to make contributions or other payments or to provide compensation or benefits or under which any employee or former employee (or beneficiary of any employee or former employee) of the Company or any other entity in the Company Group has or may have any current or future right to compensation or benefits (the term “plan” shall include any contract, agreement, plan, policy, program or understanding, each such plan being hereinafter referred to individually as a “Plan”); (B) any correspondence from or to the Internal Revenue Service (“IRS”), Department of Labor (“DOL”), or any other Governmental Authority during the last three (3) years relating to such Plan(s) including, but not limited to, any Form 5500 Annual Reports; (C) a list of all such Plan(s) is set forth on the attached Section 2.1(o)(ii)(C) of the Disclosure Schedule; (D) true and complete copies of each employment agreement with respect to individuals to which any entity in the Company Group is a party and any amendments thereto; and (E) a list of any private administrative exemptions from any transactions prohibited by ERISA section 406 that has been granted to the Company or any entity in the Company Group by DOL. (iii) Each Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and related trust is a prototype plan that has a favorable opinion letter from the IRS, and, to the Company’s Knowledge, no amendment to, or failure to amend, any such Plan adversely affects its tax qualified status, and with respect to each such Plan: (A) no transaction prohibited by ERISA section 406 has occurred (other than a transaction that is the subject of a statutory or administrative exemption) which would result in a material liability to the Company or any other entity in the Company Group; (B) neither the Company nor any employee other entity in the Company Group has a material liability to the IRS with respect to any such Plan, including any excise tax liability imposed by Chapter 43 of the CompanyCode; (C) neither the Company nor any other entity in the Company Group has any material liability to pay any civil penalty under ERISA sections 502 or 4071; and (D) the Company and each other entity in the Company Group has timely filed all required reports (including, Phase Three or SWI is but not limited to, Form 5500 Annual Reports), and all notices and disclosures have been timely provided to affected Plan participants, as required by ERISA and the Code, except and to the extent that such failure would not result in violation of any term of any employment contract, patent disclosure agreement a material liability to the Company or any other contract entity in the Company Group. (iv) Each such Plan which is an “employee welfare benefit plan” within the meaning of ERISA section 3(1) has been operated in all material respects in accordance with ERISA, the Code, and all other applicable laws, including, but not limited to, the requirements of ERISA section 601 and Code section 4980B. (v) Neither the Company nor any other entity in the Company Group nor any entity treated or agreement previously treated as a single employer with any member of the Company Group under Code section 414 maintains or has an obligation to contribute to, and within the six-year period ending on Closing, has not previously maintained or had an obligation to contribute to or had any other liability under or with respect to, a “multi-employer plan” as defined in ERISA section 3(37) or any Plan subject to the funding requirements of ERISA section 303 or Code Section 412 (other than a money purchase pension plan) or to the requirements or coverage of Title IV of ERISA. Neither the Company nor any other entity in the Company Group: (A) maintains, and has not previously maintained a “multiple employer welfare arrangement” as those terms are defined in ERISA section 3(40), or a “voluntary employees’ beneficiary association” as that term is defined in Code section 501(c)(9); (B) has any contract, plan or commitment to create any additional Plans or to materially modify any existing Plan; (C) except to the extent required by ERISA section 601 and Code section 4980B, has agreed to provide health or welfare benefits to any retired or former employees and is not obligated to provide health or welfare benefits to any active employee following such employee’s retirement or termination of employment; or (D) has agreed to “gross up” or otherwise compensate any such individual because of the imposition of any excise tax on a payment to such individual, or (E) has any material liability, nor has taken any action that would give rise to such liability, including under any Plan, arising out of the treatment of any service provider as a consultant or independent contractor and not as an employee. (vi) There are no lawsuits, actions, claims, investigations or legal or administrative or arbitration proceedings (other than routine uncontested claims for benefits) pending or, to the Company’s Knowledge, threatened, with respect to any Plan or the assets of any Plan. With respect to each Plan, all contributions (including employee salary reduction contributions) and all material insurance premiums that have become due have been paid, and any such expense accrued but not yet due has been properly reflected in the Most Recent Balance Sheet. Except as reflected in the Most Recent Balance Sheet, there is no liability relating to any Plan that could reasonably be expected to have a Material Adverse Effect. (vii) All outstanding options for Shares and other equity awards based upon or related to Shares, including without limitation options and awards evidenced by Equity Agreements and/or subject to Equity Payments, may be cancelled, terminated and extinguished prior to the relationship Closing through the provision of Equity Payments, and, except as set forth in Section 2.1(o) of the Disclosure Schedule, no such employee options or awards, payments with respect to such options or awards, or rights to be granted such options or awards shall be outstanding upon the Closing. The Company has paid at or prior to Closing the one-third (1/3) cash bonus payment required to be made by the Company in connection with the Companyconsummation of the Closing under Section 2.2(a) of the Cash Bonus Equity Agreements. (viii) Except as set forth on Section 2.1(o) of the Disclosure Schedule, Phase Three the Purchase and Sale contemplated hereunder will not by itself or SWI in combination with any other event (without regard to whether such event has or may occur) (i) cause any Plan to increase benefits payable to any participant or beneficiary, (ii) entitle any current or former employee or other service provider of any entity in the Company Group to severance pay, unemployment compensation or any other party because of the nature of the business conducted payment, benefit or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purpose.award or

Labor Relations; Employees. (i) The Except as set forth on Part 3.15 of the Disclosure Letter, there are no labor strikes, disputes, slow downs, work stoppages or other labor troubles or grievances pending or, to the Stockholders' knowledge, threatened against either Company. No unfair labor practice complaint before the National Labor Relations Board, no charges pending before the Equal Employment Opportunity Commission and no complaint, charge or grievance of any nature before any similar or comparable Governmental Authority, in any case relating to either Company employs a total or the conduct of approximately 20 employeesits Business, and Phase Three employs a total is pending or, to the knowledge of approximately 220 employeesthe Stockholders, threatened. Neither Company has received notice, nor has any knowledge, of the intent of any Governmental Authority responsible for the enforcement of labor or employment laws to conduct any investigation of or relating to either Company or the conduct of its Business. Except as set forth in Section 3.1(q) Part 3.15 of the Disclosure Letter, neither Company Disclosure Schedule, (A) neither the Company, Phase Three nor SWI is delinquent in payments a party to any collective bargaining agreement relating to any of its employees for any wagesand has not recognized, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts is not required to be reimbursed to such employeesrecognize and during the past five (5) years has not received a demand for recognition by any collective bargaining representative or experienced any strikes, (B) upon termination work stoppages or slowdowns. Except as set forth on Part 3.15 of the employment Disclosure Letter, to the knowledge of the Stockholders, no officer or key employee of any such employees, neither the Company, Company has any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior plan to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) there is no unfair labor practice complaint against the Company pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (D) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage pending or threatened against or involving the Company, Phase Three or SWI, (E) no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, and (G) no employee has informed any officer of the Company or Phase Three that such employee will terminate his or her employment with either Company. Part 3.15 of the Disclosure Letter is a true and correct list of all grievances that employees of the Companies or engagement any union have filed with either Company's unions or any labor dispute resolution agency since December 31, 1997, whether or not such grievance has been resolved. No employee or director of any Company is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, noncompetition, or proprietary rights agreement, between such employee or director and any other Person ("Proprietary Rights Agreement") that will have a Material Adverse Effect on (i) the Companyperformance of his duties as an employee or director of the Companies or (ii) the ability of any Company to conduct its business, Phase Three including any Proprietary Rights Agreement with Stockholders or the Surviving CorporationCompanies by any such employee or director. To the best knowledge Neither Xxxxx Chap, Xxxxxxx Xxxxxxx, Xxxx Xxxx Xxxxx, Xxxxxxx X. Xxxxx, Xxxx X. Xxxxxxx, Xxxx X. Chap, Xxxxx X. Xxxx, Xxxxxxxx X. Xxxx nor Xxxxxxx X. Xxxx has ever been a director, officer, employee or consultant to either of the Company, neither Companies except (i) as a summer job and (ii) as the Company nor any employee of the Company, Phase Three or SWI is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" foregoing have received fees for tax, benefits, wage, labor or any other legal purposeattending stockholders' meetings.

Labor Relations; Employees. (ia) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q3.13(a) of the Company Seller Disclosure Schedule, (Ai) neither the CompanySold Companies are not, Phase Three nor SWI since January 1, 2013 have they been, a party to or bound by any collective bargaining agreement with a labor union, organization or works council (other than any national or regional collective bargaining agreement governing the terms of employment for certain employees outside the United States), no such agreement or contract is delinquent in payments being negotiated by the Sold Companies as of the date hereof and no labor union, organization or works council currently represents any of the Business Employees, (ii) no union organizing activities involving any labor union, organization or works council, including but not limited to any petitions or requests by any labor union, organization, or works council for recognition as the Business Employees' exclusive bargaining representative, are pending or, to the Knowledge of its employees for Seller, threatened against any wagesof the Sold Companies, salaries(iii) there is no labor strike or work stoppage pending, commissionsor, bonuses to the Knowledge of the Seller, threatened against any of the Sold Companies, (iv) the Sold Companies are not involved in or, to the Knowledge of the Seller, threatened, with any organized labor dispute, material grievance, or other direct compensation for litigation relating to labor matters involving any services performed by them to date Business Employees, including violation of any labor, safety or amounts required employment Laws, charges of unfair labor practices or discrimination complaints, which, if adversely decided, would be reasonably expected, individually or in the aggregate, to be reimbursed material to such employeesthe Sold Companies or the Business, (Bv) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any Knowledge of such employees for so-called "severance pay" or any other paymentsSeller, (C) there is no unfair labor practice charge or comparable or analogous complaint alleged against the Company Sold Companies or pending before the National Labor Relations Board (or any comparable Governmental Authorityequivalent regulatory body, tribunal or authority) against the Sold Companies, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (Dvi) there is no labor strikegrievance, disputearbitration hearing, claimor arbitration award pending or, chargeto the Knowledge of Seller, lawsuitthreatened against the Sold Companies in respect of the Business which, proceedingif adversely decided, labor slowdown would be reasonably expected, individually or stoppage in the aggregate, to be material to the Sold Companies or the Business. (b) Except as set forth in Section 3.13(b) of the Seller Disclosure Schedule, the Sold Companies (i) are and at all times since January 1, 2013 have been, in compliance in all material respects with all applicable Laws relating to the employment of the Business Employees, including those related to wages, hours, eligibility for and payment of overtime compensation, worker classification (including the proper classification of independent contractors and consultants), contributions to Governmental Authority compensation or benefit funds or programs, unemployment insurance, workers’ compensation, immigration, harassment, discrimination, disability rights and benefits, affirmative action, plant closings and mass layoffs, and occupational safety and health Laws, in each case, with respect to the Business Employees; (ii) are not liable in any material respects for any unpaid wages, salary, vacation pay, sick pay, overtime pay, commissions, bonuses, severance and termination pay, benefits or other compensation for any services or otherwise arising under any policy, practice, Contract, plan, or program; (iii) are not party to, and have no Knowledge of any material pending or threatened against complaints regarding any Business Employees’ overtime exemption status or entitlement to wages or overtime payments; (iv) are not party to, and have no Knowledge of any material complaint, action, audit, investigation or other legal proceeding pending or threatened to be brought or filed, by or with any Governmental Authority involving the CompanySold Companies’ compliance with any employment, Phase Three discrimination, labor or SWIwage and hour Law, including the overtime exemption status of any Business Employee or independent contractor classification status of any individual engaged by the Sold Companies as such; and (Ev) no labor union has taken are not liable for any action material payment to any trust or other fund or to any Governmental Authority, with respect to organizing unemployment compensation benefits, social security, Taxes or other benefits for Business Employees. (c) The Sold Companies have not engaged in any plant closing or employee layoff activities within the employees of last two (2) years that would violate or in any way implicate the CompanyWorker Adjustment and Retraining Notification Act or any similar Law (the "WARN Act"). (d) The Sold Companies have filed, Phase Three maintained and complied with all records and reports pertaining to equal employment opportunities required under applicable Laws or SWIany Government Contract, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending including, but not limited to, EEO-1 reports, VETS-100 and no claim therefor has been asserted against the CompanyVETS-4214 reports, Phase Three or SWIaffirmative action plans, and other similar records and reports, and have done so in accordance with such Laws (Gand all implementing regulations) no employee has informed and any officer of the Company or Phase Three that such employee will terminate his or her employment or engagement with the Company, Phase Three or the Surviving Corporation. Government Contract. (e) To the best knowledge Knowledge of Seller: (i) all Transferred Employees are legally entitled to work in the Companycountry in which they are currently employed, neither including the Company nor any employee of the Company, Phase Three or SWI is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed to be conducted United States; and (ii) all Business Employees employed by the CompanySold Companies during the past three (3) years were, Phase Three or SWI. All individuals considered by at the Companytime of their employment, Phase Three or SWI legally entitled to be independent contractors arework in the country that they were employed in at such time, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposeincluding the United States.

Labor Relations; Employees. (ia) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q3.15(a) of the Company Disclosure Schedule, (A) neither as of the date hereof, to the knowledge of the Company: (i) the Company is in compliance in all material respects with all applicable Laws respecting employment and employment practices, Phase Three nor SWI is delinquent in payments to any terms and conditions of its employees for any employment, wages, salarieshours or work and occupational safety and health, commissions, bonuses and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employeesapplicable Laws, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (Cii) there is no unfair labor practice charge or complaint against the Company pending or threatened in writing before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, similar state or local government foreign agency, (Diii) there is no labor strike, dispute, claimslowdown, chargestoppage or lockout pending, lawsuit, proceeding, labor slowdown or stoppage pending affecting or threatened in writing against or involving the Company, Phase Three (iv) the Company is not a party to or SWI, bound by any collective bargaining or similar agreement and (Ev) there are no labor union has taken any action with respect to organizing activities among the employees of the Company. (b) Section 3.15(b) of the Disclosure Schedule contains a list of each written pension, Phase Three profit-sharing or SWIother retirement, bonus, employment or termination agreement, deferred compensation, stock option, stock appreciation, stock purchase, performance share, bonus or other incentive, severance or termination pay, health, and group insurance plan, program or arrangement, as well any other “employee benefit plan” (Fwithin the meaning of Section 3(3) neither of ERISA) that the Company and its Subsidiaries sponsor, maintain, or contribute to with respect to employees of the Company and its Subsidiaries, or with respect to which the Company or any grievance nor Subsidiary has any arbitration proceeding arising out liability (each such plan, program or arrangement being hereinafter referred to in this Agreement individually as a “Plan”). (c) The Company has made available to Buyer or Buyer’s counsel a true and complete copy of or under collective bargaining agreements each Plan, all amendments thereto, the most recent IRS determination letter (if any), and the most recent annual report (if any) required to be filed in connection with such Plan. (d) Each Plan that is pending and no claim therefor intended to be “qualified” within the meaning of Section 401(a) of the Code has been asserted against received a favorable determination letter from the IRS that remains in effect on the date hereof. To the knowledge of the Company, Phase Three or SWIno event has occurred since such favorable determination letter was issued that is reasonably likely to jeopardize the tax-qualified status of such Plan. (e) Except as set forth in Section 3.15(e) of the Disclosure Schedule, and all contributions due with respect to any Plan that is subject to Title I of ERISA have been made as required under ERISA and, as June 30, 2005, have been accrued on the Company Financials, in accordance with GAAP (G) no employee has informed any officer except as indicated in the notes thereto). The reserves reflected in the Company Financials for the obligations of the Company under all Plans were determined in accordance with GAAP. (f) No Plan is subject to the provisions of Section 412 of the Code, Part 3 of Subtitle B of Title I of ERISA, or Phase Three that such employee will terminate his or her employment or engagement Title IV of ERISA. (g) No Plan constitutes a “multiemployer plan” (within the meaning of Section 3(37) of ERISA), and, with the Company, Phase Three or the Surviving Corporation. To the best knowledge of respect to the Company, neither the Company nor any employee of the Company, Phase Three or SWI is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purpose.its

Labor Relations; Employees. (ia) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q3.14(a) of the Company Disclosure Schedule, (A) neither to the knowledge of the Company: (i) the Company is in compliance in all material respects with all applicable Laws respecting employment and employment practices, Phase Three nor SWI is delinquent in payments to any terms and conditions of its employees for any employment, wages, salarieshours or work and occupational safety and health, commissions, bonuses and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employeesapplicable Laws, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other paymentsunlawful employment practice under applicable federal, state, and local Laws prohibiting employment discrimination or retaliation; (Cii) there is no material unfair labor practice charge or complaint against the Company pending or threatened in writing before the National Labor Relations Board or any comparable Governmental Authority, and none similar state or foreign agency; (iii) as of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federaldate hereof, state or local government agency, (D) there is no labor strike, dispute, claimslowdown, chargestoppage or lockout pending, lawsuitaffecting or threatened in writing against the Company; (iv) the Company is not a party to or bound by any collective bargaining or similar agreement; (v) there is no Action by or on behalf of any employee, proceedingprospective employee, former employee, labor slowdown organization or stoppage pending other representative of the Company’s employees that is pending, or threatened against which, if adversely decided, would reasonably, individually or involving in the Companyaggregate, Phase Three create a liability in excess of $500,000; (vi) the Company is not a party to, or SWIotherwise bound by, any consent decree with, or citation by, any Government agency, nor is there any court-approved settlement agreement in effect relating to employees or employment practices; (Evii) the Company has not closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has the Company planned or announced any such action or program for the future, except in compliance in all material respects with any applicable plant closing/mass layoff Laws; and (viii) there are no labor union has taken any action with respect to organizing activities among the employees of the Company. (b) Section 3.14(b) of the Disclosure Schedule contains a list, Phase Three as of the date hereof, of each “employee benefit plan” (within the meaning of Section 3(3) of ERISA, including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA), and all stock purchase, stock option, severance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, employee loan and all other employee benefit plans, agreements, programs, policies or SWIother arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, oral or written, legally binding or not, under which (i) any current or former employee of the Surviving Corporation who was a current or former employee of the Company and its Subsidiaries immediately prior to the Closing (each a “Company Employee” and collectively, “Company Employees”) has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of its Subsidiaries or (ii) the Company or any of its Subsidiaries has had or has any present or future liability (each such plan, program, arrangement, agreement, or policy being hereinafter referred to in this Agreement individually as a “Plan”). (c) The Company has made available to Buyer or Buyer’s counsel a current, true and complete copy of each Plan, or, to the extent no such copy exists, an accurate description thereof and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) any summary plan description and other written communications (or a description of any oral communications) by the Company or its Subsidiaries to the Company Employees concerning the extent of the benefits provided under a Plan; (iv) a summary of any proposed amendments or changes anticipated to be made to any Plan at any time within the twelve months immediately following the date hereof; and (v) for the three most recent years (A) Form 5500 and attached schedules, if required to be filed in connection with such Plan, (FB) neither any grievance nor any arbitration proceeding arising out audited financial statements and (C) actuarial reports. (d) Each Plan that is intended to be “qualified” within the meaning of or under collective bargaining agreements Section 401(a) of the Code is pending so qualified and no claim therefor has been asserted against received a favorable determination letter from the IRS that remains in effect on the date hereof and, to the knowledge of the Company, Phase Three or SWI, and no event has occurred since such favorable determination letter was issued that is reasonably likely to jeopardize the tax-qualified status of such Plan. (Ge) no employee has informed any officer No Plan is subject to the provisions of Section 412 of the Company Code, Part 3 of Subtitle B of Title I of ERISA, or Phase Three that such employee will terminate his or her employment or engagement Title IV of ERISA. (f) No Plan constitutes a “multiemployer plan” (within the meaning of Section 3(37) of ERISA), and, with the Company, Phase Three or the Surviving Corporation. To the best knowledge of respect to the Company, neither the Company nor any employee of its ERISA Affiliates has, in the past five years, contributed to or otherwise had any obligation or liability in connection with any multiemployer plan (within the meaning of Section 3(37) of ERISA). (g) Each Plan has been operated in all material respects in accordance with its terms and applicable Laws, and will continue to be so operated until the Closing Date. (h) Other than routine claims for benefits in the ordinary course, to the knowledge of the Company, Phase Three there are (i) no Actions pending or, to the knowledge of the Company, threatened; (ii) to the knowledge of the Company, no facts or SWI is circumstances exist that could reasonably be expected to give rise to any such Actions; (iii) no written or oral communication has been received from the Pension Benefit Guaranty Corporation (the “PBGC”) in violation respect of any term Plan subject to Title IV of ERISA concerning the funded status of any employment contractsuch Plan or any transfer of assets and liabilities from any such Plan in connection with the transactions contemplated herein; and (iv) no administrative investigation, patent disclosure agreement audit or other administrative proceeding by the Department of Labor, the PBGC, the Internal Revenue Service or any other contract Governmental Entities are pending or agreement relating in progress nor, to the relationship knowledge of such employee with the Company, Phase Three threatened or SWI in progress (including any routine requests for information from the PBGC). (i) Except as set forth in Section 3.14(i) of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not (A) result in any material payment becoming due to any employee of the Company including severance pay or any other party because increase in severance pay upon any termination of employment after the date of this Agreement, (B) materially increase any benefits otherwise payable under any Plan, or (C) result in the acceleration of time of payment, vesting, or funding (through a grantor trust or otherwise) of any such benefits to any material extent (j) Each contract, arrangement, or plan of the nature Company and its Subsidiaries that is a “nonqualified deferred compensation plan” (as defined for purposes of Code Section 409A(d)(1)) is in documentary and operational compliance with Code Section 409A and the applicable guidance issued thereunder in all material respects. Neither the Company nor any of its Subsidiaries has any indemnity obligation for any Taxes imposed under Section 4999 or 409A of the business conducted or proposed Code. (k) Except as set forth in Section 3.14(k) of the Disclosure Schedule, no Plan provides welfare benefits after termination of employment except to be conducted the extent required by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposeapplicable Law.

Labor Relations; Employees. (i) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 108 employees. Except as set forth in Section 3.1(q3.1(t) of the Company Disclosure ScheduleSchedule identifies all employees (full-time and part-time) and consultants employed or engaged by the Company and sets forth each such individual's payment arrangements or annual compensation, job title and date of hire. There are no employment, consulting, severance pay, continuation pay, termination or indemnification agreements or other similar agreements of any nature (Awhether in writing or not) neither between the CompanyCompany and any current or former shareholder, Phase Three nor SWI officer, director, employee consultant or volunteer. No such employment agreement disclosed on Section 3.1(t) of the Company Disclosure Schedule will, as a direct or indirect result of the transaction contemplated herein, either require any payment by the Company or any consent or waiver from any shareholder, officer, director, employee or consultant; or result in any change in the nature of any rights of any shareholder, officer, director, employee or consultant, including, but not limited to, any accelerated payments, deemed satisfaction of goals or conditions, new or increased benefits or additional or accelerated vesting. The Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) ; upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) ; there is no unfair labor practice complaint against the Company pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (D) ; there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage pending or or, to the knowledge of the Company, threatened against or involving the Company, Phase Three or SWI, (E) ; no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (F) ; neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, ; and (G) no employee has informed any officer of the Company or Phase Three that such employee will terminate his or her employment or engagement with the Company, Phase Three or the Surviving Corporation. To Corporation and the best knowledge Company has no reason to believe that the Key Employees that accept employment with the Surviving Corporation will not remain employees of the Company, neither Surviving Corporation for at least 180 days after the Closing. Neither the Company nor any employee of the Company is to the Company, Phase Three or SWI is 's knowledge in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI Company or any other party because of the nature of the business conducted or proposed to be conducted by the CompanyCompany or the execution and delivery of the Confidentiality Agreement by such employee. (ii) Section 3.1(t) of the Company Disclosure Schedule lists all current and former officers, Phase Three or SWI. All individuals considered by employees and consultants of the Company, Phase Three or SWI Company with which the Company has entered into Confidentiality Agreements in the forms attached to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposeSection 3.1(t) of the Company Disclosure Schedule.

Labor Relations; Employees. (ia) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q3.14(a) of the Company Disclosure Schedule, (A) neither as of the date hereof, to the knowledge of the Company: (i) the Company is in compliance with all applicable Laws respecting employment and employment practices, Phase Three nor SWI is delinquent in payments to any terms and conditions of its employees for any employment, wages, salarieshours or work and occupational safety and health, commissions, bonuses and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employeesapplicable Laws, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (Cii) there is no unfair labor practice charge or complaint against the Company pending or threatened in writing before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, similar state or local government foreign agency, (Diii) there is no labor strike, dispute, claimslowdown, chargestoppage or lockout pending, lawsuit, proceeding, labor slowdown or stoppage pending affecting or threatened in writing against or involving the Company, Phase Three (iv) the Company is not a party to or SWI, bound by any collective bargaining or similar agreement and (Ev) there are no labor union has taken any action with respect to organizing activities among the employees of the Company. (b) Section 3.14(b) of the Disclosure Schedule contains a list of each written pension, Phase Three profit-sharing or SWIother retirement, compensation, employment or termination agreement, deferred compensation, stock option, stock appreciation, stock purchase, performance share, bonus or other incentive, severance or termination pay, health, and group insurance plan, program or arrangement, as well any other “employee benefit plan” (Fwithin the meaning of Section 3(3) neither of ERISA) that the Company and its Subsidiaries sponsor, maintain, or contribute to with respect to employees of the Company and its Subsidiaries, or with respect to which the Company or any grievance nor Subsidiary has any arbitration proceeding arising out liability (each such plan, program or arrangement being hereinafter referred to in this Agreement individually as a “Plan”). (c) The Company has made available to Buyer or Buyer’s counsel a true and complete copy of or under collective bargaining agreements each Plan, all amendments thereto, the most recent IRS determination letter (if any), and the most recent annual report (if any) required to be filed in connection with such Plan. (d) Each Plan that is pending intended to be “qualified” within the meaning of Section 401 (a) of the Code is so qualified and no claim therefor has been asserted against received a favorable determination letter from the IRS that remains in effect on the date hereof. To the knowledge of the Company, Phase Three or SWIno event has occurred since such favorable determination letter was issued that is reasonably likely to jeopardize the tax-qualified status of such Plan. (e) All contributions due with respect to any Plan that is subject to Title I of ERISA have been made as required under ERISA and have been accrued on the Company Financials, and in accordance with GAAP (G) no employee has informed any officer except as indicated in the notes thereto). The reserves reflected in the Company Financials for the obligations of the Company under all Plans are adequate and were determined in accordance with GAAP. (f) No Plan is subject to the provisions of Section 412 of the Code, Part 3 of Subtitle B of Title I of ERISA, or Phase Three that such employee will terminate his or her employment or engagement Title IV of ERISA. (g) No Plan constitutes a “multiemployer plan” (within the meaning of Section 3(37) of ERISA), and, with the Company, Phase Three or the Surviving Corporation. To the best knowledge of respect to the Company, neither the Company nor any of its ERISA Affiliates has, in the past five years, contributed to or otherwise had any obligation or liability in connection with any multiemployer plan (within the meaning of Section 3(37) of ERISA). (h) Neither the Company nor any of its ERISA Affiliates has engaged in a “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) that has had or would reasonably be expected to have a Company Material Adverse Effect has occurred with respect to any Plan; to the knowledge of the Company, no “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) that has had or would reasonably be expected to have a Company Material Adverse Effect has occurred with respect to any Plan. (i) To the knowledge of the Company, each Plan has been operated substantially in accordance with its material terms and applicable Laws, and will continue to be so operated until the Closing Date. (j) Other than routine claims for benefits, to the knowledge of the Company, there are no actions, claims, lawsuits or arbitrations pending or threatened in writing with respect to any Plan. (k) Except as set forth in Section 3.14(k) of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not (A) result in any material payment becoming due to any employee of the Company, Phase Three (B) materially increase any benefits otherwise payable under any Plan, or SWI is (C) result in violation the acceleration of time of payment or vesting of any term such benefits to any material extent. (l) Except as set forth in Section 3.14(1) of any the Disclosure Schedule, no Plan provides welfare benefits after termination of employment contract, patent disclosure agreement or any other contract or agreement relating except to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed to be conducted extent required by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposeapplicable law.

Labor Relations; Employees. Part 7.10 of Schedule 1 attached hereto (i) The Company employs a total sets forth the name, date of approximately 20 employeesemployment, job title, the monthly compensation, and Phase Three employs a total any bonuses of approximately 220 employees. Except as set forth in Section 3.1(q) each regular, full-time and part-time employee of the Company Disclosure Scheduleas of the date hereof; (ii) lists all employment, (Amanagerial, advisory, and consulting agreements, employee confidentiality or other agreements protecting proprietary processes, formulae, or information to which the Company is a party, and any employee handbook(s) neither published by the Company; (iii) lists every employee of the Company on authorized leaves of absence who has a right to return to employment, Phase Three nor SWI every contract employee or temporary employee; and (iv) sets forth the name, office and years of service for each officer and each director of the Company. The Company is not in violation of any federal, state or other applicable Law respecting employment, social security or employment practices relating to its own employees or to the employees of any of its subcontractors. The Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the date hereof or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (Cii) there is no unfair labor practice complaint against the Company pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (Diii) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage actually pending or or, to the knowledge of the Sellers, threatened against or involving the Company, Phase Three (iv) the Company is not a party to or SWIbound by any collective bargaining agreement and neither any grievance nor any arbitration proceeding arising out of or under a collective bargaining agreement is pending and, to the knowledge of the Sellers, no such claim has been asserted, (Ev) no labor union currently represents the employees of the Company and, to the knowledge of the Sellers, no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, and (Gvi) no key employee has informed any officer of the Company or Phase Three that such employee will or may terminate his or her employment or engagement with the CompanyCompany and (vii) except as otherwise described in this Agreement, Phase Three or there are no payments of benefits to the Surviving Corporation. To the best knowledge employees of the CompanyCompany above or different from the statutory benefits corresponding under the applicable labor law. The Company has filed or caused to be filed all social security returns required under the statutes, neither the Company nor any employee rules or regulations of the Company, Phase Three or SWI is jurisdiction of its incorporation and all other applicable jurisdictions. All amounts shown in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating said returns to be due and all additional demands received prior to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed date hereof have been paid in due time and all withholdings required to be conducted by made prior to the Company, Phase Three or SWIdate hereof have been duly made and paid in due time. All individuals considered by The amounts set up as accruals for social security contributions in the Company, Phase Three or SWI to be independent contractors are, Financial Statements are sufficient for the payment of all accrued and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposeyet paid amounts.

Labor Relations; Employees. (ia) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in on Section 3.1(q4.14(a) of the Company Disclosure ScheduleLetter, (Ai) neither the Company, Phase Three Company nor SWI is delinquent in payments to any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or any similar labor-related agreement or agreement with any labor union, labor organization or works council, (ii) no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, (iii) no employees for of the Company or any wagesof its Subsidiaries are represented by any labor union, salarieslabor organization or works council with respect to their employment with the Company or any of its Subsidiaries, commissions(iv) no labor union, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such works council, group of employees, (B) upon termination or any other employee representative body has requested or, to the knowledge of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior has sought to the Closing be liable to represent any of such the employees of the Company or its Subsidiaries. To the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries. In the past three (3) years, there has been no actual or threatened unfair labor practice charge, material grievance, material arbitration, strike, slowdown, work stoppage, picketing, hand billing, lockout or other labor dispute against or affecting the Company or any Subsidiary of the Company. (b) No labor union, labor organization, works council, or group of employees of the Company or its Subsidiaries has made a pending demand for so-called "severance pay" recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the National Labor Relations Board or any other paymentslabor relations tribunal or authority. (c) The Company and its Subsidiaries have satisfied any pre-signing legal or contractual requirement to provide notice to, or to enter into any consultation procedure with, any labor union, labor organization or works council, which is representing any employees of the Company or its Subsidiaries, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. (Cd) there is no Each of the Company and its Subsidiaries are, and have been for the past three (3) years, in compliance with all applicable Laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, worker classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries. (e) In the past three (3) years, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or complaint against the Company pending or threatened before the National Labor Relations Board or any comparable other Governmental AuthorityAuthority against them, and none (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) notice of any charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the Company's intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, 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, or (v) notice of any subsidiary's employment policies complaint, lawsuit or practices is currently being audited or investigated by any federal, state or local government agency, (D) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage other proceeding pending or threatened against in any forum by or involving on behalf of any present or former employee of such entities, any applicant for employment or classes of the Companyforegoing alleging breach of any express or implied Contract of employment, Phase Three any applicable Law governing employment or SWIthe termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (f) The Company and its Subsidiaries are not and have not been: (i) a "contractor" or "subcontractor" (as defined by Executive Order 11246), (Eii) no labor union has taken required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action with respect or other employment-related actions for government contractors or subcontractors, or (iii) otherwise required to organizing maintain an affirmative action plan. (g) To the employees knowledge of the Company, Phase Three no present or SWIformer employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in material violation of (Fi) neither any grievance term of any employment agreement, nondisclosure agreement, restrictive covenant, common law nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries or (B) the knowledge or use of trade secrets or proprietary information. (h) Neither the Company nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company’s Subsidiaries is party to a settlement agreement with a current or former officer, Phase Three employee or SWIindependent contractor of the Company or any of the Company’s Subsidiaries that involves allegations relating to sexual harassment, and sexual misconduct or discrimination by either (Gi) no employee has informed any an officer of the Company or Phase Three that such employee will terminate his or her employment or engagement with any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries, Phase Three at the level of Manager or the Surviving Corporationabove. To the best knowledge of the Company, neither in the last five (5) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company nor or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at the level of Manager or above, in either case in their capacity as such an officer or employee. (i) The Company and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar foreign, state or local law relating to plant closings, layoffs or group terminations. The Company and its Subsidiaries have not engaged in layoffs, furloughs, employment terminations (other than for cause) or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2020 through the date hereof. The Company, taken as a whole with its Subsidiaries, has sufficient employees to operate the business of the Company and its Subsidiaries as currently conducted. (j) To the Knowledge of the Company, Phase Three no current employee of the Company or SWI its Subsidiaries, who is in violation at the level of any term of any employment contractDirector or above, patent disclosure agreement intends to terminate his or any other contract or agreement relating her employment. (k) The Company and its Subsidiaries and, to the relationship Knowledge of such employee with the Company, Phase Three or SWI or any other party because each Person acting as an agent of the nature Company and its Subsidiaries, are in compliance in all material respects with all federal, state and local laws, statutes and regulations having the purpose or effect of prohibiting unlawful discrimination against customers or potential customers and, to the business conducted or proposed to be conducted by Knowledge of the Company, Phase Three there are no complaints that the Company and its Subsidiaries, or SWI. All individuals considered by any Person acting as an agent of the Company and its Subsidiaries, have engaged in any unlawful discrimination. (l) To the Knowledge of the Company, Phase Three the Company and its Subsidiaries are in compliance in all material respects with the disclosure and other requirements under the California Transparency in Supply Chains Act of 2010 and any similar foreign, state or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposelocal law.

Labor Relations; Employees. (i) Section 3.1(t) of the Company Disclosure Schedule sets forth the name, title, department, start date, salary for 1998 and 1999, option grant, any special benefits and termination dates, if applicable, for each employee of the Company since its inception. The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 five (5) employees. Except as set forth in Section 3.1(q3.1(t) of the Company Disclosure Schedule, (A) neither the Company, Phase Three nor SWI Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) there is no unfair labor practice complaint against the Company pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (D) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage actually pending or or, to the best knowledge of the Company and the Founders, threatened against or involving the Company, Phase Three or SWI, (E) no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, Company and (G) no employee has informed any officer of the Company or Phase Three that such employee will terminate his or her employment or engagement with the Company, Phase Three Company or the Surviving Corporation. To Corporation and the best knowledge Company has no reason to believe that the key employees that accept employment with the Surviving Corporation will not remain employees of the Company, neither Surviving Corporation for at least ninety (90) days after the Company nor any Closing. No employee of the Company, Phase Three or SWI Company is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI Company or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three Company or SWI. All individuals considered the execution and delivery of the Confidentiality Agreement by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposesuch employee.

Labor Relations; Employees. (ia) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q3.14(a) of the Company Disclosure Schedule, (A) neither as of the date hereof, to the knowledge of the Company: (i) the Company is in compliance with all applicable Laws respecting employment and employment practices, Phase Three nor SWI is delinquent in payments to any terms and conditions of its employees for any employment, wages, salarieshours or work and occupational safety and health, commissions, bonuses and is not engaged in any act or practice which constitutes or would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employeesapplicable Laws, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (Cii) there is no unfair labor practice charge or complaint against the Company pending or threatened in writing before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, similar state or local government foreign agency, (Diii) there is no labor strike, dispute, claimslowdown, chargestoppage or lockout pending, lawsuit, proceeding, labor slowdown or stoppage pending affecting or threatened in writing against or involving the Company, Phase Three (iv) the Company is not a party to or SWI, bound by any collective bargaining or similar agreement and (Ev) there are no labor union has taken any action with respect to organizing activities among the employees of the Company. (b) Section 3.14(b) of the Disclosure Schedule contains a list of each written pension, Phase Three profit-sharing or SWIother retirement, compensation, employment or termination agreement, deferred compensation, stock option, stock appreciation, stock purchase, performance share, bonus or other incentive, severance or termination pay, health, and group insurance plan, program or arrangement, as well any other “employee benefit plan” (Fwithin the meaning of Section 3(3) neither of ERISA) that the Company and its Subsidiaries sponsor, maintain, or contribute to with respect to employees of the Company and its Subsidiaries, or with respect to which the Company or any grievance nor Subsidiary has any arbitration proceeding arising out liability (each such plan, program or arrangement being hereinafter referred to in this Agreement individually as a “Plan”). (c) The Company has made available to Buyer or Buyer’s counsel a true and complete copy of or under collective bargaining agreements each Plan, all amendments thereto, the most recent IRS determination letter (if any), and the most recent annual report (if any) required to be filed in connection with such Plan. (d) Each Plan that is pending intended to be “qualified” within the meaning of Section 401 (a) of the Code is so qualified and no claim therefor has been asserted against received a favorable determination letter from the IRS that remains in effect on the date hereof. To the knowledge of the Company, Phase Three or SWIno event has occurred since such favorable determination letter was issued that is reasonably likely to jeopardize the tax-qualified status of such Plan. (e) All contributions due with respect to any Plan that is subject to Title I of ERISA have been made as required under ERISA and have been accrued on the Company Financials, and in accordance with GAAP (G) no employee has informed any officer except as indicated in the notes thereto). The reserves reflected in the Company Financials for the obligations of the Company under all Plans are adequate and were determined in accordance with GAAP. (f) No Plan is subject to the provisions of Section 412 of the Code, Part 3 of Subtitle B of Title I of ERISA, or Phase Three that such employee will terminate his or her employment or engagement Title IV of ERISA. (g) No Plan constitutes a “multiemployer plan” (within the meaning of Section 3(37) of ERISA), and, with the Company, Phase Three or the Surviving Corporation. To the best knowledge of respect to the Company, neither the Company nor any of its ERISA Affiliates has, in the past five years, contributed to or otherwise had any obligation or liability in connection with any multiemployer plan (within the meaning of Section 3(37) of ERISA). (h) Neither the Company nor any of its ERISA Affiliates has engaged in a “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) that has had or would reasonably be expected to have a Company Material Adverse Effect has occurred with respect to any Plan; to the knowledge of the Company, no “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) that has had or would reasonably be expected to have a Company Material Adverse Effect has occurred with respect to any Plan. (i) To the knowledge of the Company, each Plan has been operated substantially in accordance with its material terms and applicable Laws, and will continue to be so operated until the Closing Date. (j) Other than routine claims for benefits, to the knowledge of the Company, there are no actions, claims, lawsuits or arbitrations pending or threatened in writing with respect to any Plan. (k) Except as set forth in Section 3.14(k) of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not (A) result in any material payment becoming due to any employee of the Company, Phase Three (B) materially increase any benefits otherwise payable under any Plan, or SWI is (C) result in violation the acceleration of time of payment or vesting of any term such benefits to any material extent. (l) Except as set forth in Section 3.14(l) of any the Disclosure Schedule, no Plan provides welfare benefits after termination of employment contract, patent disclosure agreement or any other contract or agreement relating except to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed to be conducted extent required by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposeapplicable law.

Labor Relations; Employees. (ia) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in the Section 3.1(q5.14(a) of the Company Disclosure ScheduleLetter and except as required by the applicable Laws, (A) neither the CompanyGroup is not and has never been a party to or bound by any collective bargaining agreement, Phase Three nor SWI is delinquent in payments to or any similar agreement, Contract or arrangement with a labor union, trade union or other organization or body involving any of its employees for any wagesor employee representatives, salariesand no such agreement is being or has been negotiated by the Group, commissionsand no other labor union, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" works council or any other paymentsemployee representative body has requested or, (C) there is no unfair labor practice complaint against to the Company pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (D) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage pending or threatened against or involving the Company, Phase Three or SWI, (E) no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, and (G) no employee has informed any officer of the Company or Phase Three that such employee will terminate his or her employment or engagement with the Company, Phase Three or the Surviving Corporation. To the best knowledge of the Company, neither has sought to represent any of the employees of the Group. Except as required by the applicable Laws, there has been no labor organization activity involving any employees of the Group. Except as required by the applicable Laws, the Group is not and has never been a member of any employers’ association or organization. The Group has never had any strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Group or question concerning representation, by or with respect to any of the Group’s employees. (b) Except as disclosed in Section 5.14(b) and except as would not be material to the business of the Group taken as a whole, there are no complaints, charges or claims against the Company nor or any employee of its Subsidiaries pending or, to the knowledge of the Company, Phase Three threatened in writing to be brought by or SWI is filed with any Governmental Authority or otherwise based on, arising out of, in violation connection with, or otherwise relating to the employment or termination of employment of any term individual by the Company or any of its Subsidiaries. (c) Except as set forth on Section 5.14(c) of the Company Disclosure Letter, as of the date hereof and during the three (3) years preceding the date of this Agreement, the Group has never received (i) written notice of any employment contractunfair labor practice charge or complaint before any Governmental Authority against it, patent disclosure (ii) written notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other contract complaints, grievances or agreement arbitration procedures against it, (iii) written notice of any charge or complaint with respect to or relating to it before any Governmental Authority responsible for the relationship prevention of unlawful employment practices, (iv) written notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration or occupational safety and health Laws to conduct an investigation with respect to or relating to it or notice that such investigation is in progress, or (v) written notice of any complaint, lawsuit or other proceeding in any forum by or on behalf of any present or former employee of it, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of clauses (i) through (v) herein, no such matters are pending or to the knowledge of the Company, Phase Three threatened in writing. (d) Except as set forth on Section 5.14(d) of the Company Disclosure Letter, the Group is, and has during the three (3) years preceding the date of this Agreement been, in material compliance with all applicable Laws respecting labor, employees and employment issues, including, but not limited to, all Laws respecting terms and conditions of employment, termination of employment, occupational health and safety, wages and hours, overtime and overtime payment, holiday pay and the calculation of holiday pay, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, privacy issues, fringe benefits and employment practices, immigration, employment discrimination, harassment, disability rights or SWI benefits, pay slips, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, unemployment insurance, social security (or similar) and housing allowance fund. (e) To the knowledge of the Company, no executive officer intends to terminate his or her employment. (f) The Group has complied in all material respects with their respective obligations under applicable Law or any agreement with a labor union, works council or any other employee representative body to inform, consult with and/or obtain consent from any such entity. (g) The Group is not party because to a settlement agreement with a current or former officer, employee or independent contractor of the nature Group that involves allegations relating to sexual or other harassment, sexual misconduct or discrimination by any employee or officer of the business conducted or proposed to be conducted by Group. To the knowledge of the Company, Phase Three no allegations of sexual or SWI. All individuals considered by other harassment, sexual misconduct or discrimination have been made or documented in writing against any employee or officer of the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposeGroup.

Labor Relations; Employees. (i) The Company employs a total of approximately 20 employees, and Phase Three employs a total fifty six (56) employees as of approximately 220 employeesthe date hereof. Except as set forth in Section 3.1(q2.1(s) of the Company Disclosure Schedule, (A) neither the Company, Phase Three nor SWI Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub Company nor the Surviving Corporation Purchaser will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) the Company is in compliance in all material respects with all Federal, state, local and foreign laws and regulations respecting labor, employment and employment practices, terms and conditions of employment and wages and hours, (D) there is no unfair labor practice complaint against the Company pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (DE) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage actually pending or or, to the best knowledge of the Company, threatened against or involving the Company, Phase Three or SWI, (EF) no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (FG) neither any grievance which might have a Company Material Adverse Effect on the Company or the conduct of its business nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, Company and (GH) no employee has informed any officer of the Company or Phase Three that such employee will terminate his or her employment or engagement with the Company, Phase Three or Company and the Surviving CorporationCompany has no reason to believe that the key employees will not remain employees of the Company after the Closing. To the best knowledge of the Company, neither the Company nor any no employee of the Company, Phase Three or SWI Company is in violation of any term of any employment contract, patent non-disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI Company or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purpose.