Common use of Events Subsequent to Most Recent Fiscal Year End Clause in Contracts

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibits, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcal. Without limiting the generality of the foregoing, since that date: (i) Sewcal has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal has note entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business; (iii) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal is a party. (iv) Sewcal has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 outside the Ordinary Course of Business; (vi) Sewcal has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of Business; (vii) Sewcal has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate. (viii) Sewcal has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business; (x) Sewcal has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal has not made or authorized any change in its articles of incorporation or bylaws of any of Sewcal or its Subsidiaries; (xii) Sewcal has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of business; (xv) Sewcal has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal has not entered into any collective bargaining agreements, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiaries; and

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in Material Adverse Effect with respect to the business, financial condition, operations, results of operations, or future prospects of SewcalDivision and the Division Subsidiaries. Without limiting the generality of the foregoingIn addition, since that date: (i) Sewcal none of the Division and the Division Subsidiaries has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal none of the Division and the Division Subsidiaries has note entered into any agreement, contractContract, lease, or license (or series of related agreements, contractsContracts, leases, and licenses) either involving more than $10,000.00 25,000 or outside the Ordinary Course of Business; (iii) Sewcal no party (including any of the Division and the Division Subsidiaries) has not accelerated, terminated, modified, or canceled cancelled any agreement, contractContract, lease, or license (or series of related agreements, contractsContracts, leases, and licenses) involving more than $10,000.00 25,000 to which Sewcal any of the Division and the Division Subsidiaries is a party.party or by which any of them is bound; (iv) Sewcal has not imposed any no Security Interest upon (other than a Permitted Encumbrance) has been imposed on any of its assets, tangible or intangible;, of the Division or the Division Subsidiaries. (v) Sewcal none of the Division and the Division Subsidiaries has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 25,000 or outside the Ordinary Course of Business; (vi) Sewcal none of the Division and the Division Subsidiaries has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 25,000 or outside the Ordinary Course of Business; (vii) Sewcal none of the Division and the Division Subsidiaries has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate.obligation; (viii) Sewcal none of the Division and the Division Subsidiaries has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal none of the Division and the Division Subsidiaries has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 25,000 or outside the Ordinary Course of Business; (x) Sewcal none of the Division and the Division Subsidiaries has not granted any license or sublicense of any rights under or with respect to any Intellectual PropertyProperty either involving more than $25,000 or outside the Ordinary Course of Business; (xi) Sewcal there has not been no change made or authorized any change in its articles of incorporation or the charter or, if applicable, bylaws of any of Sewcal or its the Division Subsidiaries; (xii) Sewcal none of the Division Subsidiaries has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal none of the Division Subsidiaries has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal none of the Division and the Division Subsidiaries has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside in excess of $25,000 in the ordinary course aggregate, and for the avoidance of businessdoubt, not on a per occurrence basis; (xv) Sewcal none of the Division and the Division Subsidiaries has not made any loan to, or entered into any other transaction with, any of its the directors, officers, and employees outside of the Ordinary Course of BusinessSeller and its Subsidiaries (including the Division Subsidiaries); (xvi) Sewcal none of the Division and the Division Subsidiaries has not entered into any express, or, to the Seller’s Knowledge, any implied employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal none of the Division and the Division Subsidiaries has not granted any increase in the base compensation of any of its the directors, officers, and employees outside of the Ordinary Course of BusinessDivision and the Division Subsidiaries; (xviii) Sewcal none of the Division and the Division Subsidiaries has not adopted, amended, modified, or terminated any bonus, profit-profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its the directors, officers, and employees of the Seller and its Subsidiaries (including the Division Subsidiaries), or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal none of the Division and the Division Subsidiaries has not made any other change in employment terms for any of its the directors, officers, and employees outside of the Ordinary Course of BusinessDivision and the Division Subsidiaries; (xx) Sewcal none of the Division and the Division Subsidiaries has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businesscontribution; (xxi) (removed) (xxii) There to Seller’s Knowledge, there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its any of the Division and the Division Subsidiaries; and (xxii) none of the Division and the Division Subsidiaries has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcalthe Seller. Without limiting the generality of the foregoing, since that date: (i) Sewcal except for a lease of approximately 7,000 square feet in East Boca Raton, Florida, the Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal has note entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business; (iiiii) Sewcal no party (including the Seller) has not accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business to which Sewcal the Seller is a party.party or by which the Seller or its properties are bound; (iviii) Sewcal the Seller has not created, suffered or permitted to attach or be imposed any Security Interest upon any of its assets, tangible or intangible; (viv) Sewcal the Seller has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 outside the Ordinary Course of BusinessBusiness except for reasonable leasehold improvements to practice locations; (viv) Sewcal the Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of Business; (viivi) Sewcal the Seller has not issued any note, bond, or other debt instrument or security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in outside the aggregate.Ordinary Course of Business; (viiivii) Sewcal the Seller has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ixviii) Sewcal the Seller has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business; (xix) Sewcal has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal has not made or authorized any change in its articles of incorporation or bylaws of any of Sewcal or its Subsidiaries; (xii) Sewcal has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal the Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessassets, tangible or intangible; (xvx) Sewcal the Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvixi) Sewcal the Seller has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal has not granted any increase in the base compensation of any of its directors, officers, and employees agreement outside the Ordinary Course of Business; (xviiixii) Sewcal has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiariesthe Seller; and (xiii) the Seller has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcalthe Association. Without limiting the generality of the foregoing, since that date: (i) Sewcal the Association has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal the Association has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $25,000.00 or outside the Ordinary Course of Business; (iii) no party (including the Association) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business; (iii) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 25,000.00 to which Sewcal the Association is a party.party or by which the Association or its properties are bound; (iv) Sewcal the Association has not created, suffered or permitted to attach or be imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal the Association has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 25,000.00 or outside the Ordinary Course of Business; (vi) Sewcal the Association has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 25,000.00 or outside the Ordinary Course of Business; (vii) Sewcal the Association has not issued any note, bond, or other debt instrument or security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate.obligation; (viii) Sewcal the Association has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal the Association has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 25,000.00 or outside the Ordinary Course of Business; (x) Sewcal the Association has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its Subsidiariesthe Association; (xii) Sewcal the Association has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal the Association has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal the Association has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xv) Sewcal the Association has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal the Association has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal the Association has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal the Association has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal the Association has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal the Association has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiariesthe Association; and (xxii) the Association has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth on Schedule 5(k) of the Disclosure Schedule, since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in Material Adverse Change to NRM and the business, financial condition, operations, results Companies (or NRM or either Company individually if such Material Adverse Effect or Material Adverse Change relates to the ability of operations, NRM or future prospects of Sewcalthe applicable Company to consummate the Transactions). Without limiting the generality of the foregoing, and except as set forth on Schedule 5(k) of the Disclosure Schedule, since that date: (i) Sewcal neither NRM nor either Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal neither NRM nor either Company has note entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000.00 25,000 or outside the Ordinary Course of Business; (iii) Sewcal no party (including NRM and each Company) has not accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) to which NRM or either Company is a party or by which NRM or either Company is bound involving more than $10,000.00 to which Sewcal is a party.25,000; (iv) Sewcal neither NRM nor either Company has not imposed any Security Interest Liens upon any of its assets, tangible or intangible; (v) Sewcal neither NRM nor either Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 25,000 or outside the Ordinary Course of Business; (vi) Sewcal neither NRM nor either Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 25,000 or outside the Ordinary Course of Business; (vii) Sewcal neither NRM nor either Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation Indebtedness either involving more than $2,500.00 10,000 singly or $5,000.00 50,000 in the aggregate.; (viii) Sewcal neither NRM nor either Company has not delayed or postponed the payment of accounts payable and or other Liabilities outside the Ordinary Course of Business; (ix) Sewcal neither NRM nor either Company has not canceledcancelled, compromised, waived, or released any right or claim Claim (or series of related rights and claimsand/or Claims) either involving more than $2,500.00 25,000 or outside the Ordinary Course of Business; (x) Sewcal neither NRM nor either Company has not transferred, assigned, or granted any license license, sublicense, agreement, covenant not to sue, or sublicense of any rights under or permission with respect to any its Intellectual Property; (xi) Sewcal neither NRM nor either Company has not made abandoned, permitted to lapse or authorized failed to maintain in full force and effect any change in its articles of incorporation or bylaws registration of any of Sewcal its Intellectual Property, or failed to take or maintain reasonable measures to protect the confidentiality or value of any trade secrets included in its SubsidiariesIntellectual Property; (xii) Sewcal there has been no change made or authorized in the organizational documents of NRM or either Company; (xiii) NRM has not issued, sold, or otherwise disposed of any NRM Common Stock or other NRM equity or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any NRM Common Stock or other NRM equity; (xiv) neither Company has issued, sold, or otherwise disposed of any of its capital stock, respective Company Interests or other respective Company equity or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stockrespective Company Interests or other respective Company equity; (xiiixv) Sewcal neither NRM nor either Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessor assets; (xvxvi) Sewcal neither NRM nor either Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Businessmembers or managers; (xvixvii) Sewcal neither NRM nor either Company has not entered into or terminated any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement, or become bound by any collective bargaining relationship; (xviixviii) Sewcal neither NRM nor either Company has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Businessmanagers or members; (xviiixix) Sewcal neither NRM nor either Company has not adopted, amended, modified, or terminated any bonus, profit-profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (managers or taken any such action with respect to any other Employee Benefit Plan)members; (xixxx) Sewcal neither NRM nor either Company has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Businessmanagers or members; (xxxxi) Sewcal neither NRM nor either Company has not implemented any employee layoff or plant closing implicating or that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state, local, or non-U.S. law, regulation, or ordinance; (xxii) neither NRM nor either Company has made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxixxiii) (removed) (xxii) There neither NRM nor either Company has not been any other discharged a material occurrence, event, incident, action, failure to act, Liability or transaction Lien outside the Ordinary Course of Business involving Sewcal and/or its SubsidiariesBusiness; (xxiv) neither NRM nor either Company has made any loans or advances of money; (xxv) neither NRM nor either Company has taken any action that would reasonably be expected to prevent or materially delay the consummation of the Transaction; (xxvi) neither NRM nor either Company has formed any new funds, partnerships or joint ventures; (xxvii) there has not been any Material Adverse Change to NRM and the Companies, or NRM or either Company individually if such Material Adverse Effect or Material Adverse Change relates to the ability of NRM or the applicable Company to consummate the Transactions; (xxviii) neither Seller, NRM nor either Company has disclosed any Confidential Information of NRM or any Company to any unaffiliated third party without a non-disclosure agreement in place; and (xxix) neither Seller, NRM nor either Company has committed to do any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, or results of operations, or future prospects operations of Sewcalthe Corporation. Without limiting the generality of the foregoing, since that date: (i) Sewcal the Corporation has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal the Corporation has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000.00 25,000.00 or outside the Ordinary Course of Business; (iii) Sewcal no party (including the Group) has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 25,000.00 to which Sewcal the Corporation is a party.party or by which the Corporation or its properties are bound; (iv) Sewcal the Corporation has not created, suffered or permitted to attach or be imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal the Corporation has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 25,000.00 or outside the Ordinary Course of Business; (vi) Sewcal the Corporation has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 25,000.00 or outside the Ordinary Course of Business; (vii) Sewcal the Corporation has not issued any note, bond, or other debt instrument or security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly 25,000.00 or $5,000.00 in outside the aggregate.Ordinary Course of Business; (viii) Sewcal the Corporation has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal the Corporation has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 outside 25,000.00 (other than contractual allowances and adjustments in the Ordinary Course of Business); (x) Sewcal the Corporation has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its Subsidiariesthe Corporation; (xii) Sewcal the Corporation has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal the Corporation has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xvxiv) Sewcal the Corporation has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of BusinessBusiness (other than transactions relating to the payment of compensation or benefits); (xvixv) Sewcal the Corporation has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xviixvi) Sewcal the Corporation has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviiixvii) Sewcal the Corporation has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xixxviii) Sewcal the Corporation has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xxxix) Sewcal the Corporation has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxixx) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiariesthe Corporation; and (xxi) the Corporation has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcaleither the Company or the Subsidiary. Without limiting the generality of the foregoing, since that datethose dates: (ia) Sewcal neither the Company nor the Subsidiary has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (iib) Sewcal neither the Company nor the Subsidiary has note entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $25,000 or outside the Ordinary Course of Business; (c) no party (including the Company and the Subsidiary) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside 25,000 to which either the Ordinary Course Company or the Subsidiary is a party or by which either of Businessthem is bound; (iiid) Sewcal neither the Company nor the Subsidiary has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal is a party. (iv) Sewcal has not imposed any Security Interest upon any of its assets, tangible or intangible; (ve) Sewcal neither the Company nor the Subsidiary has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 25,000 or outside the Ordinary Course of Business; (vif) Sewcal neither the Company nor the Subsidiary has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 25,000 or outside the Ordinary Course of Business; (viig) Sewcal neither the Company nor the Subsidiary has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 25,000 in the aggregate.; (viiih) Sewcal neither the Company nor the Subsidiary has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ixi) Sewcal neither the Company nor the Subsidiary has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 5,000 or outside the Ordinary Course of Business; (xj) Sewcal neither the Company nor the Subsidiary has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xik) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal either the Company or its Subsidiariesthe Subsidiary; (xiil) Sewcal neither the Company nor the Subsidiary has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiiim) Sewcal neither the Company nor the Subsidiary has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock, other than the Stock Repurchases; (xivn) Sewcal neither the Company nor the Subsidiary has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xvo) Sewcal neither the Company nor the Subsidiary has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvip) Sewcal neither the Company nor the Subsidiary has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xviiq) Sewcal neither the Company nor the Subsidiary has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviiir) Sewcal neither the Company nor the Subsidiary has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xixs) Sewcal neither the Company nor the Subsidiary has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xxt) Sewcal neither the Company nor the Subsidiary has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxiu) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiarieseither the Company or the Subsidiary; and (v) neither the Company nor the Subsidiary has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsDecember 31, 2018, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of SewcalMaterial Adverse Change. Without limiting the generality of the foregoing, except as set forth on Disclosure Schedule 4.9 or in the Ordinary Course of Business, since that date: (ia) Sewcal The Seller has not sold, leased, transferred, or assigned any of its assetsassets used in the Business, tangible or intangible, other than for a fair consideration in outside the Ordinary Course of Business; (iib) Sewcal Except for this Agreement and the Transaction Documents, the Seller has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business; (iiic) Sewcal The Seller has not accelerated, terminated, modifiedmade material modifications to, or canceled any agreement, contract, lease, license or license (or series of related agreements, contracts, leases, Permit relating to the Business and licenses) involving more than $10,000.00 to which Sewcal the Seller is a party.party or by which it is bound other than in accordance with their respective terms or in the Ordinary Course of Business; (ivd) Sewcal The Seller has not imposed any Security Interest Lien upon any of its assetsthe Assets, tangible or intangible, other than in the Ordinary Course of Business; (ve) Sewcal The Seller has not made any material capital expenditure (or series expenditures in respect of related capital expenditures) either involving more than $5,000.00 the Business outside the Ordinary Course of Business; (vif) Sewcal The Seller has not made any capital investment intransferred, any loan toassigned, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of Business; (vii) Sewcal has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate. (viii) Sewcal has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business; (x) Sewcal has not granted any license or sublicense of any rights under or with respect to any Intellectual PropertyProperty included in the Assets; (xig) Sewcal has not made or authorized any change in its articles of incorporation or bylaws of any of Sewcal or its Subsidiaries; (xii) Sewcal has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal The Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessAssets; (xvh) Sewcal The Seller has not made any loan to, or entered into any other transaction with, any of its directors, managers, officers, and contractors, consultants or employees outside the Ordinary Course of Business; (xvii) Sewcal The Seller has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreementagreement other than in accordance with their respective terms or consistent with past practice; (xviij) Sewcal The Seller has not granted any increase in excess of two percent (2%) in the base compensation of any of its directors, officers, and employees the Transferring Employees; (k) The Seller has not made any other change in material employment terms for any of the Transferring Employees outside the Ordinary Course of Business; (xviiil) Sewcal The Seller has not adoptedconducted its cash management customs and practices (including, amendedbut not limited to, modified, or terminated any bonus, profit-sharing, incentive, severance, or the timing of collection of receivables and payment of payables and other plan, contract, or commitment for the benefit of any of current liabilities) and maintained its directors, officers, books and employees (or taken any such action with respect to any records other Employee Benefit Plan); (xix) Sewcal has not made any other change than in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiariesconsistent with past custom and practice; (m) The Seller has not changed any accounting policy or tax elections or practices; and (n) The Seller has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since To the Knowledge of Seller, since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of SewcalSeller. Without limiting the generality of the foregoing, since that date: (i) Sewcal Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal Seller has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000.00 5,000 or outside the Ordinary Course of Business; (iii) Sewcal no party (including Seller) has not accelerated, terminated, modified, or canceled any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal Seller is a party.party or by which it or any of its assets is bound; (iv) Sewcal Seller has not imposed any Security Interest upon any of its assets, tangible or intangiblethe Acquired Assets; (v) Sewcal Seller has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 5,000 or outside the Ordinary Course of Business; (vi) Sewcal Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, of any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 5,000 or outside the Ordinary Course of Business; (vii) Sewcal has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate. (viii) Sewcal has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business; (x) Sewcal Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xiviii) Sewcal there has not been no change made or authorized any change in its articles the Certificate of incorporation Limited Partnership or bylaws the limited partnership agreement of any of Sewcal or its SubsidiariesSeller; (xiiix) Sewcal has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal Seller has not declared, set aside, aside or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) partners or redeemed, purchased, purchased or otherwise acquired any of its capital stockpartnership interests; (xivx) Sewcal Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xvxi) Sewcal Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and partners or employees outside the Ordinary Course of Business; (xvixii) Sewcal has not entered into any collective bargaining agreements, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal Seller has not adopted, amended, modified, modified or terminated any bonus, profit-sharing, incentive, severance, severance or other plan, contract, contract or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Planemployee benefit plan); (xixxiii) Sewcal has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its SubsidiariesSeller that would have a Material Adverse Effect; and (xiv) Seller has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth on Section 3.8 of the Disclosure Schedule, since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of SewcalMaterial Adverse Change. Without limiting the generality of the foregoing, since that date: (ia) Sewcal Neither Seller nor any Subsidiary of Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (iib) Sewcal Neither Seller nor any Subsidiary of Seller has note entered into any agreement, contract, lease, or license Contract (or series of related agreements, contracts, leases, and licensesContracts) involving more than $10,000.00 outside the Ordinary Course of BusinessBusiness other than this Agreement; (iiic) Sewcal No party (including Seller and its Subsidiaries) has not accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license Contract (or series of related agreements, contracts, leases, and licensesContracts) involving more than $10,000.00 to which Sewcal Seller or any Subsidiary of Seller is a party.party or by which any of them is bound; (ivd) Sewcal Neither Seller nor any Subsidiary of Seller has not imposed any Security Interest Liens upon any of its assets, tangible or intangible; (ve) Sewcal Neither Seller nor any Subsidiary of Seller has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 outside the Ordinary Course of Business; (vif) Sewcal Neither Seller nor any Subsidiary of Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of Business; (viig) Sewcal Neither Seller nor any Subsidiary of Seller has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness Indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate.obligation; (viiih) Sewcal Neither Seller nor any Subsidiary of Seller has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ixi) Sewcal Neither Seller nor any Subsidiary of Seller has not canceledtransferred, compromised, waivedassigned, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business; (x) Sewcal has not granted any license or sublicense of any rights under or with respect to any Intellectual PropertyProperty outside the Ordinary Course of Business; (xij) Sewcal There has not made been no change or authorized any change in its articles of incorporation amendment or bylaws waiver of any of Sewcal or its Subsidiariesrights relating to the Charter; (xiik) Sewcal Neither Seller nor any Subsidiary of Seller has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xvl) Sewcal Neither Seller nor any Subsidiary of Seller has not made any loan to, or entered into any other transaction with, any of its directors, trustees, officers, and employees employees, or Affiliates outside the Ordinary Course of Business; (xvim) Sewcal Neither Seller nor any Subsidiary of Seller has not entered into or terminated any employment Contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreementContract; (xviin) Sewcal Neither Seller nor any Subsidiary of Seller has not granted any increase in the base compensation of any of its directors, trustees, officers, and employees outside the Ordinary Course of Business; (xviiio) Sewcal Neither Seller nor any Subsidiary of Seller has not adopted, amended, modified, or terminated any bonus, profit-profit sharing, incentive, severance, or other plan, contractContract, or commitment for the benefit of any of its directors, trustees, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xixp) Sewcal Neither Seller nor any Subsidiary of Seller has not made any other change in employment terms for any of its directors, trustees, officers, and employees outside the Ordinary Course of Business; (xxq) Sewcal Neither Seller nor any Subsidiary of Seller has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxiir) There has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its SubsidiariesSeller or any Subsidiary of Seller; (s) Neither Seller nor any Subsidiary of Seller has discharged a material Liability or Lien outside the Ordinary Course of Business; (t) Neither Seller nor any Subsidiary of Seller has made any loans or advances of money; (u) Neither Seller nor any Subsidiary of Seller has disclosed any Confidential Information in violation of the terms hereof; and (v) Neither Seller nor any Subsidiary of Seller has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except as indicated on the Disclosure Schedule, since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material Material adverse change in the business, financial condition, operations, operations or results of operations, or future prospects operations of Sewcalthe Company. Without limiting the generality of the foregoing, since that date:, except as indicated in §4(h) of the Disclosure Schedule, none of the following has occurred (and in this paragraph, all references to the Company include each of the Predecessors): (i) Sewcal the Company has not sold, leased, transferred, or assigned any of its Material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; without limiting the generality of the foregoing, the Company has not sold any inventory in bulk or at any extraordinary discount; (ii) Sewcal the Company has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $25,000 or outside the Ordinary Course of Business; (iii) no party (including the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business; (iii) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 25,000 to which Sewcal the Company is a party.party or by which it is bound; (iv) Sewcal the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 25,000 or outside the Ordinary Course of Business; (vi) Sewcal the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 25,000 or outside the Ordinary Course of Business; (vii) Sewcal the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 25,000 either singly or $5,000.00 in the aggregate.; (viii) Sewcal the Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal the Company has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 25,000 or outside the Ordinary Course of Business; (x) Sewcal the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal there has not been no change made or authorized any change in its the articles of incorporation or bylaws of any of Sewcal or its Subsidiariesthe Company, and there will be no such change between the date hereof and the Closing except in connection with the Amalgamation, as described in Annex III attached hereto; (xii) Sewcal the Company has not issued, sold, or otherwise disposed of any of the shares in its capital stockcapital, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of the shares in its capital stockcapital; (xiii) Sewcal the Company has not declared, set aside, or paid any dividend or made any distribution with respect to the shares in its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of the shares in its capital stockcapital; (xiv) Sewcal the Company has not experienced any Material damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xv) Sewcal other than Excluded Liabilities, an accurate and complete list of which is attached hereto, and which Excluded Liabilities shall all be paid in full or otherwise satisfied by the Company or the Sellers prior to the Closing, the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal the Company has not hired any new employee, entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement, or terminated the employment of any employee; (xvii) Sewcal the Company has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of BusinessBusiness (which, for greater certainty, includes increases of approximately 2.8% to staff generally which were effective March 1, 2007 and which have been disclosed by the Principals and approved by the Buyer) but the Company may pay bonuses to the Sellers prior to the Closing, subject, however, to and without waiving any of the provisions of §2 of this Agreement; (xviii) Sewcal other than as disclosed pursuant to this Agreement, the Company has not adopted, amended, modified, or terminated any bonus, profit-profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal the Company has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There there has not been any other material Material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiariesthe Company ; and (xxii) the Company has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth on §4(II)(h) of the Disclosure Schedule, since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcalthe Buyer. Without limiting the generality of the foregoing, since that datedate and except as set forth on §4(II)(h) of the Disclosure Schedule: (i) Sewcal The Buyer has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal The Buyer has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business; (iii) Sewcal no party (including the Buyer) has not accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal the Buyer is a party.party or by which it is bound; (iv) Sewcal the Buyer has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal the Buyer has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 25,000 or outside the Ordinary Course of Business; (vi) Sewcal the Buyer has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 25,000 or outside the Ordinary Course of Business; (vii) Sewcal the Buyer has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate.obligation; (viii) Sewcal the Buyer has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal the Buyer has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business; (x) Sewcal the Buyer has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its Subsidiariesthe Buyer; (xii) Sewcal the Buyer has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal the Buyer has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal the Buyer has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xv) Sewcal the Buyer has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal the Buyer has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal the Buyer has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal the Buyer has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal the Buyer has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal the Buyer has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiariesthe Buyer; and (xxii) the Buyer has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of SewcalMaterial Adverse Change. Without limiting the generality of the foregoing, and except as set forth in Section 4(i) of the Disclosure Schedule, since that date: (i) Sewcal Neither the Company nor any of its Subsidiaries has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal Neither the Company nor any of its Subsidiaries has note entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of BusinessMaterial Contract; (iii) Sewcal No Person (including the Company and its Subsidiaries) has not accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal is a party.Material Contract; (iv) Sewcal Neither the Company nor any of its Subsidiaries has not imposed any Security Interest Liens upon any of its assets, tangible or intangible; (v) Sewcal Neither the Company nor any of its Subsidiaries has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 500,000 or outside the Ordinary Course of Business; (vi) Sewcal Neither the Company nor any of its Subsidiaries has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of Business; (vii) Sewcal Neither the Company nor any of its Subsidiaries has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 100,000 in the aggregate.; (viii) Sewcal Neither the Company nor any of its Subsidiaries has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal Neither the Company nor any of its Subsidiaries has written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness (except for accounts receivable or other indebtedness not canceledexceeding $50,000 individually or $100,000 in the aggregate); (x) Neither the Company nor any of its Subsidiaries has written down the value of any inventory, except for write-downs in the Ordinary Course of Business, none of which is material; (xi) Neither the Company nor any of its Subsidiaries has cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 100,000 or outside the Ordinary Course of Business; (xxii) Sewcal Neither the Company nor any of its Subsidiaries has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property, except for sales of software to customers in the Ordinary Course of Business; (xixiii) Sewcal There has not been no change made or authorized in the operating agreement, the certificate of formation or any change in its articles other document governing the organization or operations of incorporation the Company or bylaws of any of Sewcal or its Subsidiaries; (xiixiv) Sewcal Neither the Company nor any of its Subsidiaries has not issued, sold, or otherwise disposed of any of its capital stockmembership or equity interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stockmembership or equity interests; (xiiixv) Sewcal Neither the Company nor any of its Subsidiaries has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock membership or equity interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stockmembership or equity interests; (xivxvi) Sewcal Neither the Company nor any of its Subsidiaries has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside involving more than $100,000 in the ordinary course of businessaggregate; (xvxvii) Sewcal Neither the Company nor any of its Subsidiaries has not made any loan to, or entered into any other transaction with, any of its directorsmanagers, members, officers, and employees outside the Ordinary Course of Business; (xvixviii) Sewcal Neither the Company nor any of its Subsidiaries has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement, except for any Contract listed in Section 4(q) of the Disclosure Schedule; (xviixix) Sewcal Neither the Company nor any of its Subsidiaries has not granted any increase in the base compensation of any of its directorsmanagers, officers, and employees outside the Ordinary Course of Business; (xviiixx) Sewcal Neither the Company nor any of its Subsidiaries has not adopted, amended, modified, or terminated any bonus, profit-profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directorsmanagers, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xixxxi) Sewcal Neither the Company nor any of its Subsidiaries has not made any other change in employment terms for any of its directorsmanagers, officers, and employees outside the Ordinary Course of Business; (xxxxii) Sewcal Neither the Company nor any of its Subsidiaries has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxiixxiii) There has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or the Company or any of its Subsidiaries; (xxiv) Neither the Company nor any of its Subsidiaries has discharged a material Liability or Lien outside the Ordinary Course of Business; (xxv) Neither the Company nor any of its Subsidiaries has made any loans or advances of money; (xxvi) Neither the Company nor any of its Subsidiaries has guarantied the obligations (financial or otherwise) of any third party; (xxvii) Neither the Company nor any of its Subsidiaries has disclosed any Confidential Information nor does the Company or any of its Subsidiaries have Knowledge of the disclosure of Confidential Information by any of its officers, managers or employees; and (xxviii) Neither the Company nor any of its Subsidiaries has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and disclosed in the attached exhibitsDisclosure Schedule, there has not been occurred any material adverse change in the business, financial condition, operations, results of operations, or future prospects of SewcalMaterial Adverse Effect. Without limiting the generality of the foregoing, since that date: (i) Sewcal Target has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal Target has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) or licenses either involving more than $10,000.00 10,000 in the aggregate, having a term greater than 12 months or outside the Ordinary Course of Business; (iii) Sewcal no party (including any of Target) has not accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) or licenses involving more than $10,000.00 10,000 in the aggregate to which Sewcal Target is a party.party or by which it is bound; (iv) Sewcal Target has not imposed or allowed to be imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal Target has not made any capital expenditure (or series of related capital expenditures) either expenditures involving more than $5,000.00 10,000 in the aggregate or outside the Ordinary Course of Business; (vi) Sewcal Target has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of BusinessPerson; (vii) Sewcal Target has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 10,000 in the aggregate.; (viii) Sewcal Target has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal Target has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 10,000 in the aggregate or outside the Ordinary Course of Business; (x) Sewcal Target has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its SubsidiariesTarget; (xii) Sewcal Target has not issued, sold, or otherwise disposed of any of its capital stock or securities convertible into or exchangeable for such stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its such capital stockstock or securities; (xiii) Sewcal Target has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stockstock or other securities; (xiv) Sewcal Target has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside involving more than $10,000 in the ordinary course of businessaggregate; (xv) Sewcal Target has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside or their "Associates" (as defined in Rule 12b-2 under the Ordinary Course of BusinessExchange Act); (xvi) Sewcal Target has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal Target has not granted any increase in the base any compensation of any of its directors, officers, and employees outside the Ordinary Course of Businessor other employees; (xviii) Sewcal Target has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal Target has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal Target has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its SubsidiariesTarget; and (xxii) Target has not increased, or experienced any change in assumptions underlying or method of calculating, any bad debt, contingency, tax or other reserves or changed its accounting practices, methods or assumptions (including changes in estimates or valuation methods); or written down the value of any assets; and (xxiii) Target has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth on §4(I)(h) of the Disclosure Schedule, since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcalthe Target. Without limiting the generality of the foregoing, since that datedate and except as set forth on §4(I)(h) of the Disclosure Schedule: (i) Sewcal The Target has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal The Target has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business; (iii) Sewcal no party (including the Target) has not accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal the Target is a party.party or by which it is bound; (iv) Sewcal the Target has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal the Target has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 25,000 or outside the Ordinary Course of Business; (vi) Sewcal the Target has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 25,000 or outside the Ordinary Course of Business; (vii) Sewcal the Target has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate.obligation; (viii) Sewcal the Target has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal the Target has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business; (x) Sewcal the Target has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its Subsidiariesthe Target; (xii) Sewcal the Target has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal the Target has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal the Target has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xv) Sewcal the Target has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal the Target has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal the Target has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal the Target has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal the Target has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal the Target has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiariesthe Target; and (xxii) the Target has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any occurrence, event, incident, action, failure to act, or transaction outside the ordinary course of business involving the Seller which would have a material adverse change in effect on the business, business or financial condition, operations, results of operations, Seller or future prospects of Sewcala material adverse effect on the Acquired Assets. Without limiting the generality of the foregoing, since that date: (i) Sewcal the Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangiblethe Acquired Assets, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal the Seller has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000.00 10,000 or outside the Ordinary Course of Business; (iii) Sewcal no party (including the Seller) has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal the Seller is a party.party or by which it is bound; (iv) Sewcal the Seller has not had imposed any Security Interest upon any of its assets, tangible or intangiblethe Acquired Assets; (v) Sewcal the Seller has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 10,000 or outside the Ordinary Course of Business; (vi) Sewcal the Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of Business; (vii) Sewcal the Seller has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate.obligation; (viii) Sewcal the Seller has not delayed or and/or postponed the payment of accounts payable and or other Liabilities outside the Ordinary Course of Business; (ix) Sewcal the Seller has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business; (x) Sewcal the Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal has not made or authorized any change in its articles of incorporation or bylaws of any of Sewcal or its Subsidiaries; (xii) Sewcal has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal the Seller has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) which will result in the Closing Net Asset Value being less than $15,031,850, or redeemed, purchased, or otherwise acquired any of its capital stock; (xivxii) Sewcal the Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessAcquired Assets; (xvxiii) Sewcal the Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees or any other Person outside the Ordinary Course of Business; (xvixiv) Sewcal the Seller has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xviixv) Sewcal the Seller has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Businessand/or employees; (xviiixvi) Sewcal the Seller has not adopted, amended, modified, modified or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and and/or employees (or taken any such action with respect to any other Employee Benefit Plan); (xixxvii) Sewcal the Seller has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Businessand/or employees; (xxxviii) Sewcal the Seller has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businesscontribution; (xxixix) (removed) (xxii) There except for market or economic conditions which are matters of general knowledge in the industry, there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiariesthe Seller which would have a material adverse effect on the business or financial results of Seller or a material adverse effect on the Acquired Assets; and (xx) the Seller has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of SewcalMaterial Adverse Change. Without limiting the generality of the foregoing, since that date: (i) Sewcal Target has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration in outside the Ordinary Course of Business; (ii) Sewcal Target has note not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business; (iii) Sewcal no party (including Target) has not accelerated, terminated, modifiedmade material modifications to, or canceled any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal Target Subsidiaries is a party.party or by which any of them is bound; (iv) Sewcal Target has not imposed any Security Interest Lien upon any of its assets, tangible or intangible; (v) Sewcal Target has not made any material capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 expenditures outside the Ordinary Course of Business; (vi) Sewcal Target has not made any material capital investment in, or any material loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of Business; (vii) Sewcal Target has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any more than $250,000.00 in aggregate indebtedness for borrowed money or and capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate.obligations; (viii) Sewcal Target has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal has not canceledtransferred, compromised, waivedassigned, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business; (x) Sewcal has not granted any license or sublicense of any material rights under or with respect to any Intellectual Property; (xiix) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its SubsidiariesTarget; (xiix) Sewcal Target has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiiixi) Sewcal Target has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xivxii) Sewcal Target has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xvxiii) Sewcal Target has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvixiv) Sewcal Target has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xviixv) Sewcal Target has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviiixvi) Sewcal Target has not adopted, amended, modified, or terminated any bonus, profit-profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xixxvii) Sewcal Target has not made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xxxviii) Sewcal Target has not made any loans or pledged advances of money except for loans to make any charitable or other capital contribution outside AM Trading, Inc. as set forth in the Ordinary Course of Business;Disclosure Schedule; and (xxixix) (removed) (xxii) There Target has not been committed to any other material occurrence, event, incident, action, failure to act, or transaction outside of the Ordinary Course of Business involving Sewcal and/or its Subsidiaries; andforegoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of Sewcalthe Business. Without limiting the generality of the foregoing, since that date: (i) Sewcal the Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, used in the Business other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal with respect to the Business, the Seller has note not entered into any agreement, contract, contract lease, sublease, license, or license sublicense (or series of related agreements, contracts, leases, subleases, licenses, and licensessublicenses) either involving more than $10,000.00 10,000 or outside the Ordinary Course of Business; (iii) Sewcal with respect to the Business, no party (including the Seller) has not accelerated, terminated, modified, or canceled any agreement, contract, lease, sublease, license, or license sublicense (or series of related agreements, contracts, leases, subleases, licenses, and licensessublicenses) involving more than $10,000.00 10,000 to which Sewcal the Seller is a party.party or by which it is bound; (iv) Sewcal the Seller has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal with respect to the Business, the Seller has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 10,000 or outside the Ordinary Course of Business; (vi) Sewcal with respect to the Business, the Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, of any other Person person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 10,000 or outside the Ordinary Course of Business; (vii) Sewcal with respect to the Business, the Seller has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or (including capitalized lease obligation obligations) either involving more than $2,500.00 5,000 singly or $5,000.00 10,000 in the aggregate. (viii) Sewcal has not delayed aggregate or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (viii) with respect to the Business, the Seller has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities; (ix) Sewcal with respect to the Business, the Seller has not canceled, compromised, waived, or released any right or claim (or series of or related rights and claims) either involving more than $2,500.00 5,000 or outside the Ordinary Course of Business; (x) Sewcal with respect to the Business, the Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its Subsidiariesthe Seller; (xii) Sewcal has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemedthe Business, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal the Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xvxiii) Sewcal with respect to the Business, the Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of BusinessBusiness giving rise to any claim or right on its part against the person or on the part of the person against it; (xvixiv) Sewcal with respect to the Business, the Seller has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xviixv) Sewcal with respect to the Business, the Seller has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xviiixvi) Sewcal with respect to the Business, the Seller has not adopted, amended, modified, or terminated adopted any (A) bonus, (B) profit-sharing, incentive(C) incentive compensation, (d) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Businessemployees, or modified or terminated any existing such plan, contract, or commitment; (xxxvii) Sewcal with respect to the Business, the Seller has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxixviii) with respect to the Business, the Seller has not delayed payment of any amount to any third party with respect to any Liability or obligation (removed)including any costs and expenses the Seller has incurred or may incur in connection with this Agreement or any of the transitions contemplated hereby) which would constitute an Assumed Liability if in existence as of the Effective Date; and (xxiixix) There with respect to the Business, there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiaries; andthe Seller.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and End, except as described herein and in set forth on §4(h) of the attached exhibitsDisclosure Schedules, to the Company’s Knowledge there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcalany of the Company and its Subsidiaries. Without limiting the generality of the foregoing, since that date: (i) Sewcal has not neither the Company nor any of its Subsidiaries have sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal has note neither the Company nor any of its Subsidiaries have entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $50,000 or outside the Ordinary Course of Business; (iii) no party (including the Company or its Subsidiaries) have accelerated, terminated, modified, or cancelled any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business; (iii) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 50,000 to which Sewcal any of the Company and its Subsidiaries is a party.party or by which any of them is bound; (iv) Sewcal has not neither the Company nor any of its Subsidiaries have imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal has not neither the Company nor any of its Subsidiaries have made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 50,000 or outside the Ordinary Course of Business; (vi) Sewcal has not neither the Company nor its Subsidiaries have made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 50,000 or outside the Ordinary Course of Business; (vii) Sewcal has not neither the Company nor any of its Subsidiaries have issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 50,000 singly or $5,000.00 75,000 in the aggregate.; (viii) Sewcal has not neither the Company nor any of its Subsidiaries have delayed or postponed the payment of material accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal has not canceledneither the Company nor any of its Subsidiaries have cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 50,000 or outside the Ordinary Course of Business; (x) Sewcal has not neither the Company nor any of its Subsidiaries have granted any material license or sublicense of any rights under or with respect to any material Intellectual Property; (xi) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal the Company or its Subsidiaries; (xii) Sewcal has not neither the Company nor any of its Subsidiaries have issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal has not neither the Company nor any of its Subsidiaries have declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal has not neither the Company nor any of its Subsidiaries have experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xv) Sewcal has not neither the Company nor any of its Subsidiaries have made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal has not neither the Company nor any of its Subsidiaries have entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreementagreement outside of the Ordinary Course of Business; (xvii) Sewcal has not neither the Company nor any of its Subsidiaries have granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal has not neither the Company nor any of its Subsidiaries have adopted, amended, modified, or terminated any bonus, profit-profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan)) outside of the Ordinary Course of Business; (xix) Sewcal has not neither the Company nor any of its Subsidiaries have made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal has not neither the Company nor any of its Subsidiaries have made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or any of the Company or its Subsidiaries; and (xxii) neither the Company nor its Subsidiaries have committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End of Envelope and except as described herein and in since the attached exhibitsinception of MGE, there has not been any material adverse change in the business, financial condition, operations, results of operations, Material Adverse Effect with regard to Envelope or future prospects of SewcalMGE. Without limiting the generality of the foregoing, since that date, except as otherwise disclosed on Section 3.1(g) of the Disclosure Schedule, Section 8.2(b) below or in connection with the merger of Envelope with and into MGE: (i) Sewcal Neither MGE nor Envelope has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal Neither MGE nor Envelope has note entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 50,000 and outside the Ordinary Course of Business; (iii) Sewcal No party (including MGE and Envelope) has not accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 50,000 to which Sewcal MGE or Envelope is a party.party or by which any of them is bound; (iv) Sewcal Neither MGE nor Envelope has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal Neither MGE nor Envelope has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 50,000 and outside the Ordinary Course of Business; (vi) Sewcal Neither MGE nor Envelope has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 50,000 and outside the Ordinary Course of Business; (vii) Sewcal Except as provided on Section 3.1(g)(vii) of the Disclosure Schedule, neither MGE nor Envelope has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 25,000 singly or $5,000.00 50,000 in the aggregate.; (viii) Sewcal Neither MGE nor Envelope has not delayed or postponed the payment of accounts payable and other Liabilities liabilities outside the Ordinary Course of Business; (ix) Sewcal Neither MGE nor Envelope has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 50,000 or outside the Ordinary Course of Business; (x) Sewcal Envelope has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal There has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its SubsidiariesMGE; (xii) Sewcal Neither MGE nor Envelope has not issued, sold, or otherwise disposed of any of its capital stocksecurities, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stocksecurities; (xiii) Sewcal Neither MGE nor Envelope has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xvxiv) Sewcal Neither MGE nor Envelope has not made any loan to, or entered into any other transaction with, any of its directorsmanagers, officers, and employees outside the Ordinary Course of Business; (xvixv) Sewcal Except as provided on Section 3.1(g)(xv) of the Disclosure Schedule, neither MGE nor Envelope has not entered into or terminated any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement, in excess of $50,000, other than in the Ordinary Course of Business; (xviixvi) Sewcal Except as provided on Section 3.1(g)(xvi) of the Disclosure Schedule, neither MGE nor Envelope has not granted any increase in the base compensation of any of its directors, managers, officers, and employees outside the Ordinary Course of Business; (xviiixvii) Sewcal Neither MGE nor Envelope has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxixviii) (removed) (xxii) There Neither MGE nor Envelope has not been any other discharged a material occurrence, event, incident, action, failure to act, liability or transaction Security Interest outside the Ordinary Course of Business involving Sewcal and/or its SubsidiariesBusiness; (xix) Neither MGE nor Envelope has made any loans or advances of money; (xx) Neither MGE nor Envelope has disclosed any Confidential Information outside of the Ordinary Course of Business; and (xxi) Neither MGE nor Envelope has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcalany of JLH and the Acquisition Company or any Subsidiaries. Without limiting the generality of the foregoing, since that date: (i) Sewcal neither of JLH the Acquisition Company, nor any other Subsidiary has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Businessconsideration; (ii) Sewcal neither of JLH the Acquisition Company, nor any other Subsidiary has note entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000.00 50,000.00 or outside the Ordinary Course of Business; (iii) Sewcal neither JLH, the Acquisition Company, nor any Subsidiary has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal is a party.50,000.00 or outside the Ordinary Course of Business; (iv) Sewcal has not imposed any no Security Interest upon any of its the assets, tangible or intangible, of JLH, the Acquisition Company, or any other Subsidiary has been created; (v) Sewcal neither of JLH the Acquisition Company, nor any other Subsidiary has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 100,000.00 or outside the Ordinary Course of Business; (vi) Sewcal neither of JLH the Acquisition Company, nor any other Subsidiary has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of Business; (vii) Sewcal has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate. (viii) Sewcal has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business; (x) Sewcal has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal has not made or authorized any change in its articles of incorporation or bylaws of any of Sewcal or its Subsidiaries; (xii) Sewcal has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of business; (xv) Sewcal has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal has not entered into any collective bargaining agreements, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiaries; and,

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, a Material Adverse Change or future prospects of SewcalEvent involving Bearings Company. Without limiting the generality of the foregoing, since that date: (i) Sewcal 4.8.1 Bearings Company has not sold, leased, transferred, transferred or assigned any of its assetsassets or properties, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal 4.8.2 Bearings Company has note not entered into any agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, and leases or licenses) either involving more than $10,000.00 25,000 or outside the Ordinary Course of Business; 4.8.3 Except as set forth on Schedule 4.8.3 of the Disclosure Schedule, no Person (iiiincluding Bearings Company) Sewcal has not has, to the Knowledge of AVS, accelerated, terminated, modified, modified or canceled cancelled any agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, and leases or licenses) involving more than $10,000.00 25,000 to which Sewcal Bearings Company is a party.party or by which Bearings Company is bound; (iv) Sewcal 4.8.4 Bearings Company has not imposed any Security Interest upon any of its assets, tangible assets or intangibleproperties; (v) Sewcal 4.8.5 Except as set forth on Schedule 4.8.5 of the Disclosure Schedule, Bearings Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 outside the Ordinary Course of Business25,000; (vi) Sewcal 4.8.6 Bearings Company has not made any capital investment in, any loan to, to or any acquisition of the securities or any assets or properties of, any other Person (or series of related capital investments, loans, and loans or acquisitions) either involving more than $5,000.00 outside the Ordinary Course of Business25,000; (vii) Sewcal 4.8.7 Bearings Company has not issued any note, bond, bond or other debt security or created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligation obligations either involving more than $2,500.00 25,000 singly or $5,000.00 50,000 in the aggregate.; (viii) Sewcal 4.8.8 Except as set forth in Schedule 4.8.8 of the Disclosure Schedule, Bearings Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal 4.8.9 Bearings Company has not canceledcancelled, compromised, waived, waived or released any right or claim (or series of related rights and or claims) either involving more than $2,500.00 25,000 or outside the Ordinary Course of Business; (x) Sewcal 4.8.10 Bearings Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal 4.8.11 There has not been no change made or authorized any change in its articles the Certificate of incorporation Incorporation or bylaws Bylaws of any of Sewcal or its SubsidiariesBearings Company; (xii) Sewcal 4.8.12 Bearings Company has not issued, sold, sold or otherwise disposed of any of its capital stock, or granted any options, warrants, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any shares of its capital stock; (xiii) Sewcal 4.8.13 Bearings Company has not declared, set aside, aside or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, purchased or otherwise acquired any shares of its capital stock; (xiv) Sewcal 4.8.14 Bearings Company has not experienced any damage, destruction, destruction or loss (whether or not covered by insurance) to any of its property outside the ordinary course of businessassets or properties; (xv) Sewcal 4.8.15 Bearings Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and officers or employees outside the Ordinary Course of Business; (xvi) Sewcal 4.8.16 Bearings Company has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal 4.8.17 Bearings Company has not granted any increase in the base compensation of any of its directors, officers, and officers or employees outside the Ordinary Course of Business; (xviii) Sewcal 4.8.18 Bearings Company has not adopted, amended, modified, modified or terminated any bonus, profit-sharing, incentive, severance, severance or other plan, contract, contract or commitment for the benefit of any of its directors, officers, and officers or employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal 4.8.19 Bearings Company has not made any other change in employment terms for any of its directors, officers, and officers or employees outside the Ordinary Course of Business; (xx) Sewcal 4.8.20 Bearings Company has not made or pledged to make any charitable or other capital contribution outside in excess of $10,000; 4.8.21 Except as set forth in Schedule 4.8.21 of the Disclosure Schedule, Bearings Company has been operated in the Ordinary Course of Business;; and (xxi) (removed) (xxii) There 4.8.22 Bearings Company has not been committed or undertaken to do any other material occurrence, event, incident, action, failure to act, or transaction outside of the Ordinary Course of Business involving Sewcal and/or its Subsidiaries; andforegoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcalthe Company and the Related Companies other than general industry conditions affecting the Company Activities. Without limiting the generality of the foregoing, since that date: (i) Sewcal None of the Company and the Related Companies has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal None of the Company and the Related Companies has note entered into any agreement, contract, lease, or license either involving more than $100,000 or outside the Ordinary Course of Business; (iii) Except in the Ordinary Course of Business, no party (including the Company and the Related Companies) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) to which any of the Company and the Related Companies is a party or by which any of them is bound and involving more than $10,000.00 outside 50,000 in the Ordinary Course of Businessaggregate; (iii) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal is a party. (iv) Sewcal None of the Company and the Related Companies has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal None of the Company and the Related Companies has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 100,000 or outside the Ordinary Course of Business; (vi) Sewcal None of the Company and the Related Companies has not made any capital investment in, any loan to, or any acquisition of the securities or (except in the Ordinary Course of Business) assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of Business); (vii) Sewcal None of the Company and the Related Companies has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 50,000 in the aggregate.; (viii) Sewcal None of the Company and the Related Companies has not delayed or postponed the payment of accounts payable and other Liabilities outside beyond their stated terms except in the Ordinary Course of Business, delayed or postponed the payment of other Liabilities or made any material change in any accounting policy or procedure; (ix) Sewcal None of the Company and the Related Companies has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside ), except in the Ordinary Course of Business; (x) Sewcal Except in the Ordinary Course of Business, none of the Company and the Related Companies has not granted any license or sublicense of any rights under or with respect to any Company Intellectual Property; (xi) Sewcal There has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its Subsidiariesthe Company and the Related Companies; (xii) Sewcal None of the Company and the Related Companies has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal None of the Company and the Related Companies has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its their capital stock; (xiv) Sewcal None of the Company and the Related Companies has not experienced any damage, destruction, disappearance, loss, or loss damage to its property in excess of $50,000 in the aggregate (whether or not covered by insurance) to its property outside the ordinary course of business); (xv) Sewcal None of the Company and the Related Companies has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xvi) Sewcal None of the Company or the Related Companies has not entered into any collective bargaining agreements, written or oral, or modified the terms of any existing such employment contract or collective bargaining agreement, written or oral; (xvii) Sewcal Except for normal salary adjustments which became effective in January 2003, none of the Company and the Related Companies has not granted any increase in the base compensation of any of its their directors, officers, and employees outside the Ordinary Course of Businessemployees; (xviii) Sewcal None of the Company and the Related Companies has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal Except in the Ordinary Course of Business, none of the Company and the Related Companies has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xx) Sewcal has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiariesthe Company and the Related Companies and having or reasonably likely to have a Material Adverse Effect; and (xxi) None of the Company and the Related Companies has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End End, and except as described herein and set forth in the attached exhibitsDisclosure Schedule, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcal. Without limiting the generality of the foregoing, since that date: (i) Sewcal Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal The Seller has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 and outside the Ordinary Course of Business; (iii) Sewcal no party (including the Seller) has not accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal the Seller is a party.party or by which it is bound, except in the Ordinary Course of Business; (iv) Sewcal The Seller has not imposed any Security Interest upon any of its assets, tangible or intangible, except in connection with repurchase agreements made in the Ordinary Course of Business; (v) Sewcal The Seller has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 10,000.00 and outside the Ordinary Course of Business; (vi) Sewcal The Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 10,000.00 and outside the Ordinary Course of Business; (vii) Sewcal The Seller has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 1,000.00 singly or $5,000.00 in the aggregate.aggregate except for letters of credit and repurchase agreements in the Ordinary Course of Business, and except for a subordinated capital note in the amount of $300,000 issued or to be issued to Shareholder (the “Capital Note”); (viii) Sewcal The Seller has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of BusinessBusiness and any and all such payables have been duly accrued in the Ordinary Course of Business if any such payable is more than $500.00; (ix) Sewcal The Seller has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 10,000.00 and outside the Ordinary Course of Business; (x) Sewcal The Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its Subsidiariesthe Seller; (xii) Sewcal The Seller has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal The Seller has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of business; (xv) Sewcal The Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvixv) Sewcal The Seller has not entered into any employment contract (except for oral at will contracts) or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreementagreement which would be binding on the Buyer on the Closing Date; (xviixvi) Sewcal The Seller has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviiixvii) Sewcal The Seller has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan)employees; (xixxviii) Sewcal The Seller has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xxxix) Sewcal The Seller has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxixx) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiariesthe Seller; and (xxi) The Seller has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in to the attached exhibitsdate of this Agreement, there has not been any material adverse change in the business, financial condition, operations, operations or results of operationsoperations of the Company and its Subsidiaries, or future prospects of Sewcaltaken as a whole. Without limiting the generality of the foregoing, since that date:the Most Recent Fiscal Year End to the date of this Agreement (with respect to the representation made upon execution of this Agreement) and to the Closing Date (with respect to the representation made at the Closing): (i) Sewcal none of the Company and its Subsidiaries has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, assets other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal none of the Company and its Subsidiaries has note entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000.00 100,000 or outside the Ordinary Course of Business; (iii) Sewcal has not None of the Company and its Subsidiaries has, and to the Knowledge of the Parent, the Seller and the Company no other party has, accelerated, terminated, modified, modified or canceled cancelled in writing any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000.00 100,000 or outside the Ordinary Course of Business, to which Sewcal any of the Company and its Subsidiaries is a party.party or by which any of them is bound; (iv) Sewcal none of the Company and its Subsidiaries has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal none of the Company and its Subsidiaries has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 100,000 or outside the Ordinary Course of Business; (vi) Sewcal none of the Company and its Subsidiaries has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 100,000 or outside the Ordinary Course of Business; (vii) Sewcal none of the Company and its Subsidiaries has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate.100,000; (viii) Sewcal none of the Company and its Subsidiaries has not materially delayed or postponed the payment of accounts payable and other Liabilities liabilities outside the Ordinary Course of Business; (ix) Sewcal none of the Company and its Subsidiaries has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 100,000 or outside the Ordinary Course of Business; (x) Sewcal none of the Company and its Subsidiaries has not granted any license or sublicense of any rights under or with respect to any material Intellectual Property; (xi) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or the Company and its Subsidiaries; (xii) Sewcal none of the Company and its Subsidiaries has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal none of the Company and its Subsidiaries has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal none of the Company and its Subsidiaries has not experienced any damage, destruction, or loss (whether or to its property in excess of $100,000 that is not covered by insurance) to its property outside the ordinary course of business; (xv) Sewcal none of the Company and its Subsidiaries has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal none of the Company and its Subsidiaries has not entered into any collective bargaining agreements, written agreement or oral, material employment contract or modified the terms of any existing such contract or agreement; (xvii) Sewcal none of the Company and its Subsidiaries has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal none of the Company and its Subsidiaries has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other similar plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan)) outside of the Ordinary Course of Business; (xix) Sewcal none of the Company and its Subsidiaries has not made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal none of the Company and its Subsidiaries has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;; and (xxi) (removed) (xxii) There none of the Company and its Subsidiaries has not been committed to any other material occurrence, event, incident, action, failure to act, or transaction outside of the Ordinary Course of Business involving Sewcal and/or its Subsidiaries; andforegoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in Material Adverse Effect of either the business, financial condition, operations, results of operations, Company or future prospects of Sewcalthe Subsidiary. Without limiting the generality of the foregoing, since that date: (ia) Sewcal neither the Company nor the Subsidiary has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (iib) Sewcal neither the Company nor the Subsidiary has note entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $50,000 or outside the Ordinary Course of Business; (c) no party (including the Company and the Subsidiary) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside 50,000 to which either the Ordinary Course Company or the Subsidiary is a party or by which either of Businessthem is bound; (iiid) Sewcal neither the Company nor the Subsidiary has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal is a party. (iv) Sewcal has not imposed granted any Security Interest upon any of its assets, tangible or intangible; (ve) Sewcal neither the Company nor the Subsidiary has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 50,000 or outside the Ordinary Course of Business; (vif) Sewcal neither the Company nor the Subsidiary has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 50,000 or outside the Ordinary Course of Business; (viig) Sewcal neither the Company nor the Subsidiary has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 50,000 in the aggregate.; (viiih) Sewcal neither the Company nor the Subsidiary has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ixi) Sewcal neither the Company nor the Subsidiary has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 10,000 or outside the Ordinary Course of Business; (xj) Sewcal neither the Company nor the Subsidiary has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xik) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal either the Company or its Subsidiariesthe Subsidiary; (xiil) Sewcal neither the Company nor the Subsidiary has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiiim) Sewcal neither the Company nor the Subsidiary has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xivn) Sewcal neither the Company nor the Subsidiary has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessin an amount greater than $10,000; (xvo) Sewcal neither the Company nor the Subsidiary has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvip) Sewcal neither the Company nor the Subsidiary has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xviiq) Sewcal neither the Company nor the Subsidiary has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviiir) Sewcal except as contemplated by SECTION 6.6, neither the Company nor the Subsidiary has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xixs) Sewcal neither the Company nor the Subsidiary has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xxt) Sewcal neither the Company nor the Subsidiary has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxiu) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiariesthe Company or the Subsidiary; and (v) neither the Company nor the Subsidiary has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcalthe Company. Without limiting the generality of the foregoing, since that date: (i) Sewcal the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal the Company has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $2,500 or outside the Ordinary Course of Business; (iii) no party (including the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business; (iii) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 2,500 to which Sewcal the Company is a party.party or by which it is bound; (iv) Sewcal the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 2,500 or outside the Ordinary Course of Business; (vi) Sewcal the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 2,500 or outside the Ordinary Course of Business; (vii) Sewcal the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 2,500 singly or $5,000.00 20,000 in the aggregate.; (viii) Sewcal the Company has not delayed or postponed the payment of accounts payable and or other Liabilities outside the Ordinary Course of Business; (ix) Sewcal the Company has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 2,500 or outside the Ordinary Course of Business; (x) Sewcal the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its Subsidiariesthe Company; (xii) Sewcal the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xv) Sewcal the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal the Company has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal the Company has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Planemployee benefit plan); (xix) Sewcal the Company has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiariesthe Company; and (xxii) the Company has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since -------------------------------------------------- the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcalany of RFS. Without limiting the generality of the foregoing, since that date: (i1) Sewcal RFS has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii2) Sewcal RFS has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the Ordinary Course of Business; (3) no party (including RFS) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than Fifty Thousand and No/100 Dollars ($10,000.00 outside the Ordinary Course of Business50,000.00) to which RFS is a party or by which it is bound; (iii4) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal is a party. (iv) Sewcal RFS has not imposed any Security Interest upon any of its assets, tangible or intangible; (v5) Sewcal RFS has not made any capital expenditure (or series of related capital expenditures) either involving more than Fifty Thousand and No/100 Dollars ($5,000.00 50,000.00) or outside the Ordinary Course of Business; (vi6) Sewcal RFS has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than Fifty Thousand and No/100 Dollars ($5,000.00 50,000.00) or outside the Ordinary Course of Business; (vii7) Sewcal RFS has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 ) singly or $5,000.00 0 in the aggregate.; (viii) Sewcal 8) RFS has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix9) Sewcal RFS has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than Fifty Thousand and No/100 Dollars $2,500.00 50,000.00 or outside the Ordinary Course of Business; (x10) Sewcal RFS has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi11) Sewcal there has not been no change made or authorized any change in its the articles of incorporation or bylaws of any of Sewcal or its SubsidiariesRFS; (xii12) Sewcal RFS has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii13) Sewcal RFS has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv14) Sewcal RFS has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xv15) Sewcal RFS has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi16) Sewcal RFS has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii17) Sewcal RFS has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii18) Sewcal RFS has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix19) Sewcal RFS has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx20) Sewcal RFS has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi21) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its SubsidiariesRFS; and (22) RFS has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcalany of the Company. Without limiting the generality of the foregoing, since that date: (i) Sewcal the Company has not soldentered into any agreement, leasedcontract, transferredlease, or assigned any license (or series of its assetsrelated agreements, tangible contracts, leases, and licenses) either involving more than $5,000 or intangible, other than for a fair consideration in outside the Ordinary Course of Business; (ii) Sewcal no party (including the Company) has note entered into accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside 5,000 to which the Ordinary Course Company is a party or by which any of Businessthem is bound; (iii) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal is a party. (iv) Sewcal the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (viv) Sewcal has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 outside the Ordinary Course of Business; (vi) Sewcal Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of Business); (viiv) Sewcal the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 5,000 singly or $5,000.00 in the aggregate.; (viiivi) Sewcal the Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of BusinessLiabilities; (ixvii) Sewcal there has not canceled, compromised, waived, been no change made or released any right authorized in the charter or claim (or series bylaws of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of BusinessCompany; (xviii) Sewcal has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal has not made or authorized any change in its articles of incorporation or bylaws of any of Sewcal or its Subsidiaries; (xii) Sewcal the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiiiix) Sewcal the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xivx) Sewcal the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xvxi) Sewcal the Company has not made borrowed any loan tomoney from, or entered into any other transaction with, any of its directors, officers, officers and employees outside the Ordinary Course of Businessemployees; (xvixii) Sewcal the Company has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xviixiii) Sewcal has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal Company has not adopted, amended, modified, amended or terminated modified any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xixxiv) Sewcal the Company has not made any other change in employment terms for any of its directors, officers, officers and employees outside the Ordinary Course of Businessemployees; (xxxv) Sewcal has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiariesthe Company; and (xvi) the Company has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most ------------------------------------------------ Recent Fiscal Year End and except End, nothing has had a Material Adverse Effect as described herein and in to either of the attached exhibits, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of SewcalMerging Entities. Without limiting the generality of the foregoing, since that date, except as set forth in the appropriately lettered paragraph of Section 7.8 of the Disclosure Schedule: (ia) Sewcal neither of the Merging Entities has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (iib) Sewcal neither of the Merging Entities has note entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000.00 60,000 ($300,000 in the aggregate) and is outside the Ordinary Course of Business; (iiic) Sewcal no Merging Entity has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business to which Sewcal it is a party.party or by which it is bound; (ivd) Sewcal neither of the Merging Entities has not imposed any Security Interest upon any of its assets, tangible or intangibleintangible except in the Ordinary Course of Business; (ve) Sewcal neither of the Merging Entities has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 60,000 ($300,000 in the aggregate) and is outside the Ordinary Course of Business; (vif) Sewcal neither of the Merging Entities has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, investments and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of Business); (viig) Sewcal neither of the Merging Entities has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 except in the aggregate.Ordinary Course of Business; (viiih) Sewcal neither of the Merging Entities has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ixi) Sewcal neither of the Merging Entities has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business; (xj) Sewcal neither of the Merging Entities has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xik) Sewcal there has not been no change made or authorized any change in its the articles of incorporation or bylaws by-laws of any either of Sewcal or its Subsidiariesthe Merging Entities; (xiil) Sewcal neither of the Merging Entities has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiiim) Sewcal neither of the Merging Entities has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stockstock outside the Ordinary Course of Business except to reduce to zero each Merging Entities' accumulated and current earnings and profits; (xivn) Sewcal neither of the Merging Entities has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xvo) Sewcal neither of the Merging Entities has not made any loan to, or entered into any other transaction with, any of its directors, officers, and or employees outside the Ordinary Course of Business; (xvip) Sewcal neither of the Merging Entities has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xviiq) Sewcal neither of the Merging Entities has not granted any increase in the base compensation of any of its directors, officers, and or employees outside except for customary year-end and/or promotional increases in the Ordinary Course of BusinessBusiness or unless the respective special committees of directors of the Merging Entities agreed therewith; (xviiir) Sewcal neither of the Merging Entities has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and or employees (or taken any such action with respect to any other Employee Benefit Plan); (xixs) Sewcal neither of the Merging Entities has not made any other change in employment terms for any of its directors, officers, and or employees outside the Ordinary Course of BusinessBusiness or in the terms of its agreements with any independent contractors; (xxt) Sewcal neither of the Merging Entities has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxiu) (removed) (xxii) There to the Knowledge of the Principal Stockholders and the Merging Entities, there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiarieseither of the Merging Entities; and (v) to the Knowledge of the Principal Stockholders and the Merging Entities, neither of the Merging Entities is under any legal obligation, whether written or oral, to do any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of SewcalMaterial Adverse Change. Without limiting the generality of the foregoing, since that date: (i) Sewcal Astro has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal Astro has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $50,000 or outside the Ordinary Course of Business; (iii) no party (including Astro) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business; (iii) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 50,000 to which Sewcal Astro is a party.party or by which it is bound; (iv) Sewcal Astro has not imposed any Security Interest Liens upon any of its assets, tangible or intangible; (v) Sewcal Astro has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 outside the Ordinary Course of Business50,000; (vi) Sewcal Astro has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 50,000 or outside the Ordinary Course of Business; (vii) Sewcal Astro has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 50,000 singly or $5,000.00 100,000 in the aggregate.; (viii) Sewcal Astro has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal Astro has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 50,000 or outside the Ordinary Course of Business; (x) Sewcal there has not granted any license been no change made or sublicense authorized in the articles of any rights under organization or with respect to any Intellectual Propertyoperating agreement of Astro; (xi) Sewcal has not made or authorized any change in its articles of incorporation or bylaws of any of Sewcal or its Subsidiaries; (xii) Sewcal has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal Astro has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock membership interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stockmembership interests; (xivxii) Sewcal Astro has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xvxiii) Sewcal has Astro not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvixiv) Sewcal has not entered into any collective bargaining agreements, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal Astro has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviiixv) Sewcal has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal Astro has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xxxvi) Sewcal Astro has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xvii) no Material Adverse Change has occurred; (xviii) Astro has not issued, sold, or otherwise disposed of any of its membership interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its membership interests; (xix) Astro has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xx) Astro has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xxi) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its SubsidiariesAstro; (xxii) Astro has not discharged a material Liability or Lien outside the Ordinary Course of Business; (xxiii) Astro has not made any loans or advances of money; (xxiv) Astro has not disclosed any material Confidential Information to a recipient that is not bound by an obligation of confidentiality in respect thereof; and

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change Material Adverse Change in the business, financial condition, operationsassets, liabilities, operations or results of operationsoperations of Holdings, or future prospects of Sewcalthe Company and the Subsidiaries. Without limiting the generality of the foregoing, since that date: (i) Sewcal none of Holdings, the Company or any Subsidiary has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal except as set forth in ss.4(h)(ii) of the Disclosure Schedule, none of Holdings, the Company or any Subsidiary has note entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving either obligating the Company to pay more than $10,000.00 50,000 or outside the Ordinary Course of Business; (iii) Sewcal except as set forth in ss.4(h)(iii) of the Disclosure Schedule, no party (including Holdings, the Company or any Subsidiary) has not accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal is except where such acceleration, termination, modification or cancellation would not have a party.Material Adverse Effect on Holdings; (iv) Sewcal except as set forth in ss.4(h)(iv) of the Disclosure Schedule, none of Holdings, the Company or any Subsidiary has not imposed any Security Interest (other than Permitted Interests) upon any of its assets, tangible or intangible; (v) Sewcal except as set forth in ss.4(h)(v) of the Disclosure Schedule, none of Holdings, the Company or any Subsidiary has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 50,000 or outside the Ordinary Course of Business; (vi) Sewcal except as set forth in ss.4(h)(vi) of the Disclosure Schedule, none of Holdings, the Company or any Subsidiary has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 50,000 or outside the Ordinary Course of Business; (vii) Sewcal except as set forth in ss.4(h)(vii) of the Disclosure Schedule, none of Holdings, the Company or any Subsidiary has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate.obligation; (viii) Sewcal none of Holdings, the Company or any Subsidiary has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal none of Holdings, the Company or any Subsidiary has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 50,000 in the aggregate or outside the Ordinary Course of Business; (x) Sewcal none of Holdings, the Company or any Subsidiary has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal Holdings, the Company or its Subsidiariesany Subsidiary; (xii) Sewcal except as set forth in ss.4(h)(xii) of the Disclosure Schedule, none of Holdings, the Company or any Subsidiary has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal except as set forth in ss.4(h)(xiii) of the Disclosure Schedule, none of Holdings, the Company or any Subsidiary has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal none of Holdings, the Company or any Subsidiary has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xv) Sewcal none of Holdings, the Company or any Subsidiary has not made any loan to, or entered into any other transaction with, any of its Stockholders, directors, officers, and employees or their Affiliates outside the Ordinary Course of Business; (xvi) Sewcal none of Holdings, the Company or any Subsidiary has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal none of Holdings, the Company or any Subsidiary has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal ab none of Holdings, the Company or any Subsidiary has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and or employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal none of Holdings, the Company or any Subsidiary has not made any other change in employment terms for any of its directors, officers, and or employees outside the Ordinary Course of Business; (xx) Sewcal none of Holdings, the Company or any Subsidiary has not made or pledged to make any charitable or other capital contribution outside in excess of $10,000 in the Ordinary Course of Businessaggregate; (xxi) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiariesany of Holdings, the Company or any Subsidiary that would reasonably be expected to have a Material Adverse Effect on Holdings; and (xxii) none of Holdings, the Company or any Subsidiary has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Recently Audited Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, or results of operations, operations of WP-O or future prospects on behalf of SewcalWP-O that has not been previously disclosed in SEC filings. Without limiting the generality of the foregoing, since that date: (i) Sewcal WPEC has not sold, leased, transferred, or assigned any of its WP- O's assets, tangible or intangible, of a value in excess of $1,000, other than for a fair consideration and in the Ordinary Course of Business; (ii) Sewcal WP-O has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, leases and licenses) involving more than $10,000.00 outside the Ordinary Course of Business; (iii) Sewcal No party (including WP-O) has not accelerated, terminated, modified, or canceled any material agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, leases and licenses) involving more than $10,000.00 to which Sewcal the WP-O is a party.party or by which it is bound; (iv) Sewcal WPEC has not imposed permitted any Security Interest upon any of its WP- O's material assets, tangible or intangible; (v) Sewcal WP-O has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 outside the Ordinary Course of Business; (vi) Sewcal WPEC has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of Business; (vii) Sewcal WP-O has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate.obligation; (viii) Sewcal WP-O has not delayed or postponed the payment of accounts payable and other Liabilities outside the or WP-O, other than as consistent with its Ordinary Course of Business;. (ix) Sewcal The Seller has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than claims in excess of $2,500.00 1,000), outside the Ordinary Course of Business;. (x) Sewcal The Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal WPEC represents that there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its SubsidiariesWP-O; (xii) Sewcal WPEC has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its WP-O's capital stock; (xiii) Sewcal WPEC has not declared, set aside, or paid any dividend or made any distribution with respect to its WP-O's capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal WP-O has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xv) Sewcal WP-O has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal WP-O has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreementagreement outside the Ordinary Course of Business; (xvii) Sewcal WP-O has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal WP-O has not adopted, amended, modified, modified or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan)) on behalf of WP-O; (xix) Sewcal WP-O has not made any other change in employment terms for any of its WP-O's directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal WP-O has not made or pledged to make any charitable or other capital contribution outside contribution. (xxi) WP-O has not paid any amount to any third party with respect to any Liability or obligation (including any costs and expenses WP-O has incurred or may incur in connection with this Agreement and the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of the Closing, other than accounting fees equal in amount to the usual accounting costs which would have been incurred by WP-O in the Ordinary Course of Business; (xxi) (removed). (xxii) There to the knowledge of WPEC, there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside involving WP-O which will have a material adverse effect upon the Ordinary Course business of Business involving Sewcal and/or its Subsidiariesthe Seller; and

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and End, the Business of each of the Sellers has been operated in the attached exhibits, Ordinary Course of Business and there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects results of Sewcaloperations of any Seller or the Business except as and to the extent specified in Section 3(h) of the Disclosure Schedule, disclosed in the Antex SEC Reports, or with respect to the Bankruptcy Case. Without limiting the generality of the foregoing, except as set forth in Section 3(h) of the Disclosure Schedule, since that datedate through the date of this Agreement: (i) Sewcal none of the Sellers has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal none of the Sellers has note entered into any agreement, contract, lease, pricing arrangement or license (or series of related agreements, contracts, leases, pricing arrangements and licenses) either involving more than $10,000 or outside the Ordinary Course of Business; (iii) no party (including any Seller) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business; (iii) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 10,000 to which Sewcal any of the Sellers is a party.party or by which any of them or the Acquired Assets is bound; (iv) Sewcal none of the Sellers has not imposed or permitted any Security Interest upon any of its assets, tangible or intangiblethe Acquired Assets other than a Security Interest in favor of Buyer; (v) Sewcal none of the Sellers has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 10,000 or outside the Ordinary Course of Business; (vi) Sewcal none of the Sellers has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 10,000 or outside the Ordinary Course of Business; (vii) Sewcal none of the Sellers has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 10,000 in the aggregate. (viii) Sewcal has not delayed aggregate or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ixviii) Sewcal none of the Sellers has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 10,000 or outside the Ordinary Course of Business; (xix) Sewcal there has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its Subsidiariesthe Sellers; (xiix) Sewcal except for the issuance of 201,166 shares of Antex common stock to the holders of Antex’s Series B Preferred Stock as a dividend, none of the Sellers has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, preemptive or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiiixi) Sewcal except for the issuance of 201,166 shares of Antex common stock to the holders of Antex’s Series B Preferred Stock as a dividend, none of the Sellers has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xivxii) Sewcal none of the Sellers has not experienced any damage, destruction, or loss (whether or not covered by insurance) individually, in the aggregate, more than $10,000 to its property outside the ordinary course of businessproperty; (xvxiii) Sewcal none of the Sellers has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees or stockholders outside the Ordinary Course of Business; (xvixiv) Sewcal none of the Sellers has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xviixv) Sewcal none of the Sellers has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business or made any other change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business; (xviiixvi) Sewcal none of the Sellers has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan);, except for amendments, modifications or renewals made in the ordinary course of business and consistent with past practices; and (xixxvii) Sewcal none of the Sellers has not made any other change in employment terms for committed to any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiaries; andforegoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsDecember 31, 2007, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcalthe Company. Without limiting the generality of the foregoing, except as disclosed in Section 4.8 of the Disclosure Schedule, since that date: (ia) Sewcal the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (iib) Sewcal the Company has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000.00 5,000 or outside the Ordinary Course of Business; (iiic) Sewcal no party (including the Company) has not accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal the Company is a party.party or by which it or any of its assets is bound; (ivd) Sewcal the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (ve) Sewcal the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 5,000 or outside the Ordinary Course of Business; (vif) Sewcal the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of BusinessPerson; (viig) Sewcal the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate.obligation; (viiih) Sewcal the Company has not delayed or postponed the payment of accounts payable and or other Liabilities outside the Ordinary Course of BusinessLiabilities; (ixi) Sewcal the Company has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business; (xj) Sewcal the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xik) Sewcal there has not been no change made or authorized any change in its the articles of incorporation organization or bylaws the operating agreement of any of Sewcal or its Subsidiariesthe Company; (xiil) Sewcal the Company has not issued, sold, or otherwise disposed of any equity interests of its capital stockthe Company, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any equity interests of its capital stockthe Company; (xiiim) Sewcal except as described in Section 4.26 and Section 4.28 herein, the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock members (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stockequity interests; (xivn) Sewcal the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xvo) Sewcal the Company has not made any loan to, or entered into any other transaction with, any of its directorsmembers, officers, and managers or employees outside the Ordinary Course of Business; (xvip) Sewcal the Company has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xviiq) Sewcal the Company has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviiir) Sewcal the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Planemployee benefit plan); (xixs) Sewcal the Company has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xxt) Sewcal the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxiu) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiariesthe Company; and (v) the Company has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibits, there has not been any material adverse change in the business, condition EXECUTION COPY (financial conditionor otherwise), operations, results of operations, or future prospects of Sewcalthe Company taken as a whole. Without limiting the generality of the foregoing, except as specifically provided in this Agreement, since that date: (i) Sewcal except as set forth in Section 3.2(h)(i) of the Disclosure Schedule, the Company has not sold, leased, transferred, abandoned, allowed to lapse or assigned any of its material assets, tangible or intangible, other than for a fair consideration in outside the Ordinary Course of Business; (ii) Sewcal except as set forth in Section 3.2(h)(ii) of the Disclosure Schedule, the Company has note not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and leases or licenses) involving more than $10,000.00 50,000, nor modified the terms of any such existing contract or agreement outside the Ordinary Course of Business; (iii) Sewcal except as set forth in Section 3.2(h)(iii) of the Disclosure Schedule, no party (including the Company) has not accelerated, terminated, modifiedmade material modifications to, or canceled any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal the Company is a party.party or by which it is bound; (iv) Sewcal except as set forth in Section 3.2(h)(iv) of the Disclosure Schedule, the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal except as set forth in Section 3.2(h)(v) of the Disclosure Schedule, the Company has not made any capital expenditure (expenditures in an amount in excess of $50,000 individually or series of related capital expenditures) either involving more than $5,000.00 outside in the Ordinary Course of Businessaggregate; (vi) Sewcal except as set forth in Section 3.2(h)(vi) of the Disclosure Schedule, the Company has not made any capital investment in, or any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of BusinessPerson; (vii) Sewcal except as set forth in Section 3.2(h)(vii) of the Disclosure Schedule, the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any more than $50,000 in aggregate indebtedness for borrowed money or and capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate.obligations; (viii) Sewcal has not delayed or postponed except as set forth in Section 3.2(h)(viii) of the payment of accounts payable and other Liabilities outside Disclosure Schedule, the Ordinary Course of Business; (ix) Sewcal has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business; (x) Sewcal Company has not granted any license or sublicense of any material rights under or with respect to any Intellectual PropertyCompany Proprietary Rights; (xiix) Sewcal except as set forth in Section 3.2(h)(ix) of the Disclosure Schedule, there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its Subsidiaries;the Company; EXECUTION COPY (xiix) Sewcal except as set forth in Section 3.2(h)(x) of the Disclosure Schedule, the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiiixi) Sewcal except as set forth in Section 3.2(h)(xi) of the Disclosure Schedule, or with respect to periods between the date hereof and the Closing Date as permitted pursuant to Section 5.3(a)(i)(C), the Company has not declared, set aside, or paid made any stock dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xivxii) Sewcal except as set forth in Section 3.2(h)(xii) of the Disclosure Schedule, the Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xvxiii) Sewcal except as set forth in Section 3.2(h)(xiii) of the Disclosure Schedule, the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside employees, other than employment arrangements or transactions entered into in the Ordinary Course of BusinessBusiness and disclosed in writing to Buyer; (xvixiv) Sewcal except as set forth in Section 3.2(h)(xiv) of the Disclosure Schedule, the Company has not granted any increase in the base compensation of or made any other material change in the employment terms of any of its directors, officers and employees; (xv) except as set forth in Section 3.2(h)(xv) of the Disclosure Schedule, the Company has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any such existing such contract or agreement; (xviixvi) Sewcal has not granted any increase except as set forth in Section 3.2(h)(xvi) of the base compensation of any of its directorsDisclosure Schedule, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xixxvii) Sewcal except as set forth in Section 3.2(h)(xvii) of the Disclosure Schedule, the Company has not experienced any material changes in the amount or scope of coverage of insurance now carried by it; (xviii) except as set forth in Section 3.2(h)(xviii) of the Disclosure Schedule, the Company has not made or been subject to any other change in employment terms for its accounting practices, procedures or methods or in its cash management practices; (xix) except as set forth in Section 3.2(h)(xix) of the Disclosure Schedule, the Company has not engaged in any activity which has resulted in any acceleration or delay of the collection of its directors, officers, and employees outside accounts or notes receivable or any delay in the Ordinary Course payment of Business;its accounts payable; and (xx) Sewcal except as set forth in Section 3.2(h) subparagraph (i) through (xix) of the Disclosure Schedule, the Company has not made or pledged committed to make do any charitable or other capital contribution outside of the Ordinary Course of Business; (xxi) (removed) (xxii) There has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiaries; andforegoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcalany of the Turecamo Entities. Without limiting the generality of the foregoing, except as set forth in Section (g) of the Turecamo Disclosure Schedule, since that date: (i) Sewcal none of the Turecamo Entities has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;; Annex II-Reps. & Warranties of Turecamo Entities (ii) Sewcal none of the Turecamo Entities has note entered into any agreement, contract, lease, pricing arrangement or license (or series of related agreements, contracts, leases, arrangements and licenses) either involving more than $250,000 or outside the Ordinary Course of Business; (iii) no party (including the Turecamo Entities) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business; (iii) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 250,000 to which Sewcal any of the Turecamo Entities is a party.party or by which any of them or any of their respective assets is bound; (iv) Sewcal none of the Turecamo Entities has not imposed granted (or, to the Knowledge of the Turecamo Entities, permitted) any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal none of the Turecamo Entities has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 250,000 or outside the Ordinary Course of Business; (vi) Sewcal none of the Turecamo Entities has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 250,000 or outside the Ordinary Course of Business; (vii) Sewcal none of the Turecamo Entities has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 250,000 in the aggregate.aggregate or outside the Ordinary Course of Business; (viii) Sewcal none of the Turecamo Entities has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal none of the Turecamo Entities has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 250,000 or outside the Ordinary Course of Business; (x) Sewcal there has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal has not been no change made or authorized any change in its articles the certificate of incorporation or bylaws of any of Sewcal or its Subsidiariesthe Turecamo Entities; (xiixi) Sewcal none of the Turecamo Entities has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, preemptive or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiiixii) Sewcal none of the Turecamo Entities has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xivxiii) Sewcal none of the Turecamo Entities has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of business; (xv) Sewcal has not made any loan toindividually, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal has not entered into any collective bargaining agreements, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal has not granted any increase in the base compensation of any of its directorsaggregate, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiaries; andmore than $250,000 to

Events Subsequent to Most Recent Fiscal Year End. Since The Company’s Fiscal Year ends on December 31. Company Financial Statements include the Profit and Loss (P&L) and the Balance Sheet; the most recent audited statements are for the period from inception to March31, 2010 . Except as set forth in Schedule 2(g), since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the businessBusiness, financial condition, operations, results of operations, or future prospects of Sewcalthe Company. Without limiting the generality of the foregoing, since that date:, except as set forth in Schedule 2(g): (i) Sewcal the Company has not sold, leased, transferred, or assigned any material portion of its assets, tangible or intangible, other than for a fair consideration in outside the Ordinary Course of Business; (ii) Sewcal the Company has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the Ordinary Course of Business involving expenditures of more than One Thousand Dollars ($1,000); (iii) No party has accelerated, terminated, materially modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than One Thousand Dollars ($10,000.00 outside the Ordinary Course of Business; (iii1,000) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal the Company is a party.party or by which it is bound; (iv) Sewcal has not imposed any Security Interest upon any of its the Company’s material assets, tangible or intangible, are free and clear of any liens, claims, and encumbrances; (v) Sewcal the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 outside the Ordinary Course of BusinessBusiness in excess of One Thousand Dollars ($1,000); (vi) Sewcal the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, of any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of Business; (vii) Sewcal the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any more than One Thousand Dollars ($1,000) in aggregate indebtedness for borrowed money or and capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate.obligations; (viii) Sewcal the Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of BusinessBusiness involving more than One Thousand Dollars ($1,000); (xix) Sewcal has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal has not made or authorized any change in its articles of incorporation or bylaws of any of Sewcal or its Subsidiaries; (xii) Sewcal has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal the Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xvx) Sewcal has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal has not entered into any collective bargaining agreements, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal Company has not granted any increase in the base compensation of any of its members, managers, directors, officers, and employees outside the Ordinary Course of Businessemployees; (xviiixi) Sewcal the Company has not adopted, amended, modified, or terminated any bonus, profit-profit- sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan)employees; (xixxii) Sewcal the Company has not made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business;employees; and (xxxiii) Sewcal the Company has not made or pledged committed to make any charitable or other capital contribution outside of the Ordinary Course of Business; (xxi) (removed) (xxii) There has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiaries; andforegoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsof Money, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of SewcalMaterial Adverse Effect with regard to Money. Without limiting the generality of the foregoing, since that date, except as otherwise disclosed on Section 4.1(f) of the Disclosure Schedule: (i) Sewcal Money has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal Money has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 50,000 and outside the Ordinary Course of Business; (iii) Sewcal No party (including Money) has not accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 50,000 to which Sewcal Money is a party.party or by which any of them is bound; (iv) Sewcal Money has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal Money has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 50,000 and outside the Ordinary Course of Business; (vi) Sewcal Money has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 50,000 and outside the Ordinary Course of Business; (vii) Sewcal Money has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 25,000 singly or $5,000.00 50,000 in the aggregate.; (viii) Sewcal Money has not delayed or postponed the payment of accounts payable and other Liabilities liabilities outside the Ordinary Course of Business; (ix) Sewcal Money has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 50,000 or outside the Ordinary Course of Business; (x) Sewcal Money has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal There has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its SubsidiariesMoney; (xii) Sewcal Money has not issued, sold, or otherwise disposed of any of its capital stocksecurities, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stocksecurities; (xiii) Sewcal has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal Money has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xvxiv) Sewcal Money has not has made any loan to, or entered into any other transaction with, any of its directorsmanagers, officers, and employees outside the Ordinary Course of Business; (xvixv) Sewcal Money has not entered into or terminated any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement, in excess of $60,000, other than in the Ordinary Course of Business; (xviixvi) Sewcal Money has not granted any increase in the base compensation of any of its directorsmanagers, officers, and employees outside the Ordinary Course of Business; (xviiixvii) Sewcal has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal Money has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxixviii) (removed) (xxii) There Money has not been any other discharged a material occurrence, event, incident, action, failure to act, liability or transaction Security Interest outside the Ordinary Course of Business involving Sewcal and/or its SubsidiariesBusiness; (xix) Money has not made any loans or advances of money; (xx) Money has not disclosed any Confidential Information outside of the Ordinary Course of Business; and (xxi) Money has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcalany of Quantum. Without limiting the generality of the foregoing, since that date: (i) Sewcal Quantum has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal Quantum has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $5,000 or outside the Ordinary Course of Business; (iii) No party (including Quantum) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business; (iii) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 5,000 to which Sewcal Quantum is a party.party or by which it is bound; (iv) Sewcal Quantum has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal Quantum has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 5,000 or outside the Ordinary Course of Business; (vi) Sewcal Quantum has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 5,000 or outside the Ordinary Course of Business; (vii) Sewcal Quantum has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 20,000 singly or $5,000.00 20,000 in the aggregate.; (viii) Sewcal Quantum has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal Quantum has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 5,000 or outside the Ordinary Course of Business; (x) Sewcal Quantum has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal There has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its SubsidiariesQuantum; (xii) Sewcal Quantum has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal Quantum has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal Quantum has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xv) Sewcal Quantum has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal Quantum has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal Quantum has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal Quantum has not adopted, amended, modified, or terminated any bonus, profit-profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan)employees; (xix) Sewcal Quantum has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal Quantum has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its SubsidiariesQuantum; and (xxii) Quantum has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcalthe Seller. Without limiting the generality of the foregoing, and except as set forth in Section 3(h) of the Disclosure Schedule, since that date: (i) Sewcal the Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal the Seller has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the Ordinary Course of Business; (iii) no party (including any of the Seller and its Subsidiaries) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business; (iii) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 5,000 to which Sewcal the Seller is a party.party or by which it is bound; (iv) Sewcal the Seller has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal the Seller has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 outside the Ordinary Course of Business; (vi) Sewcal the Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of Business; (vii) Sewcal the Seller has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate.obligation; (viii) Sewcal the Seller has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal the Seller has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business); (x) Sewcal the Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its Subsidiariesthe Seller; (xii) Sewcal the Seller has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal the Seller has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal the Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xv) Sewcal the Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal the Seller has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal the Seller has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal the Seller has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal the Seller has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal the Seller has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) the Seller has not paid any amount to any third party with respect to any Liability or obligation (removed)including any costs and expenses the Seller has incurred or may incur in connection with this Agreement and the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of the Closing; (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or any of the Seller and its Subsidiaries; and (xxiii) the Seller has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcalthe Target. Without limiting the generality of the foregoing, since that date: (i) Sewcal the Target has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal the Target has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $5,000 or outside the Ordinary Course of Business; (iii) no party (including the Target) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business; (iii) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 5,000 to which Sewcal the Target and is a party.party or by which it is bound; (iv) Sewcal the Target has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal the Target has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 5,000 or outside the Ordinary Course of Business; (vi) Sewcal the Target has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 5,000 or outside the Ordinary Course of Business; (vii) Sewcal the Target has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 2,000 singly or $5,000.00 5,000 in the aggregate.; (viii) Sewcal the Target has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal the Target has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 5,000 or outside the Ordinary Course of Business; (x) Sewcal the Target has not granted any license or sublicense sub-license of any rights under or with respect to any Intellectual Property; (xi) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its Subsidiariesthe Target; (xii) Sewcal the Target has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal the Target has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal the Target has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xv) Sewcal the Target has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal the Target has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal the Target has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal the Target has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan, Targets 401(k) Plan or similar plan); (xix) Sewcal the Target has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal the Target has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There to the best of Seller's Knowledge, there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiariesthe Target; and (xxii) the Target has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth on Section of the Disclosure Schedule, since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in occurrence, event, incident, action, failure to act or transaction that constitutes the business, financial condition, operations, results Basis of operations, a Material Adverse Effect on the Company or future prospects any that is outside the Ordinary Course of SewcalBusiness. Without limiting the generality of the foregoing, since that date: (i) Sewcal The Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal The Company has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) or licenses either involving more than $10,000.00 100,000 or having a term greater than 12 months or outside the Ordinary Course of Business; (iii) Sewcal No party (including the Company) has not accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) or licenses involving more than $10,000.00 100,000 to which Sewcal the Company is a party.party or by which it is bound; (iv) Sewcal The Company has not imposed or allowed to be imposed any Security Interest interest upon any of its assets, tangible or intangible; (v) Sewcal The Company has not made any capital expenditure (or series of related capital expenditures) either expenditures involving more than $5,000.00 100,000 in the aggregate or outside the Ordinary Course of Business; (vi) Sewcal The Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of BusinessPerson; (vii) Sewcal The Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate.100,000; (viii) Sewcal The Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal The Company has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 100,000 in the aggregate or outside the Ordinary Course of Business; (x) Sewcal The Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal There has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its Subsidiariesthe Company; (xii) Sewcal The Company has not issued, sold, or otherwise disposed of any of its capital stock or securities convertible into or exchangeable for such stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its such capital stockstock or securities; (xiii) Sewcal The Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stockstock or other securities; (xiv) Sewcal The Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside involving more than $100,000 in the ordinary course of businessaggregate; (xv) Sewcal The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside or their "Associates" (as defined in Rule 12b-2 under the Ordinary Course of BusinessExchange Act); (xvi) Sewcal The Company has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreementagreement outside the Ordinary Course of Business; (xvii) Sewcal The Company has not granted any increase in the base any compensation of any of its directors, officers, and or other employees outside the Ordinary Course of Business; (xviii) Sewcal The Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal The Company has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal The Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiariesthe Company; and (xxii) The Company has not increased, or experienced any change in assumptions underlying or method of calculating, any bad debt, contingency, tax or other reserves or changed its accounting practices, methods or assumptions (including changes in estimates or valuation methods); or written down the value of any assets; (xxiii) The Company has not granted any bonuses or made any other payments of any kind (other than base compensation in the Ordinary Course of Business) to any officer, director or employee of the Company, or to any Person related to any of the foregoing; and (xxiv) The Company has not committed to do any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the businessBusiness, financial condition, operations, results of operations, or future prospects of Sewcalthe Company. Without limiting the generality of the foregoing, since that date, except as set forth in Section 2.3(i) of the Disclosure Schedule, the Company has not: (i) Sewcal has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal has note entered into any agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business10,000; (iii) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 10,000 to which Sewcal the Company is a party.party or by which the Company is bound, nor has any other Person accelerated, terminated, modified, or canceled any of the foregoing; (iv) Sewcal has not imposed any Security Interest Interests upon any of its assets, tangible or intangible; (v) Sewcal has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 outside the Ordinary Course of Business10,000; (vi) Sewcal has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of Business); (vii) Sewcal has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 10,000 singly or $5,000.00 50,000 in the aggregate.; (viii) Sewcal has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business1,000; (x) Sewcal has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal has not made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its Subsidiariesthe Company; (xii) Sewcal has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal has not experienced or suffered any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xv) Sewcal has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xvi) Sewcal has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;contribution; or (xxi) (removed) (xxii) There has not been become aware of any other material occurrence, event, incident, action, failure to act, or transaction outside involving the Ordinary Course of Business involving Sewcal and/or its Subsidiaries; andCompany.

Events Subsequent to Most Recent Fiscal Year End. Since the Most ------------------------------------------------ Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of SewcalCortext. Without limiting the generality of the foregoing, (but not including those transactions reflected in the Most Recent Financial Statements, this Agreement, the Assignment Agreement, the Software License Agreement and the Employment Agreements), since that date: (ia) Sewcal Cortext has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (iib) Sewcal Cortext has note not entered into any material agreement, contract, lease, or license; (c) no party (including Cortext) has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license (to which Cortext is a party or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Businessby which Cortext is bound; (iiid) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal is a party. (iv) Sewcal Cortext has not imposed any Security Interest security interest upon any of its assets, tangible or intangible; (ve) Sewcal Cortext has not made any capital expenditure (or series of related material capital expenditures) either involving more than $5,000.00 outside the Ordinary Course of Business; (vif) Sewcal Cortext has not made any material capital investment in, or any material loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of BusinessPerson; (viig) Sewcal has Cortext not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate. (viii) Sewcal has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Businessindebtedness; (ixh) Sewcal has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business; (x) Sewcal Cortext has not granted any license or sublicense of any material rights under or with respect to any Intellectual Property; (xii) Sewcal there has not been no change made or authorized any change in its articles the Memorandum of incorporation Association or bylaws Articles of any Association of Sewcal or its SubsidiariesCortext; (xiij) Sewcal Cortext has not issued, sold, or otherwise disposed of any of its capital stockshare capital, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stockshare capital; (xiiik) Sewcal Cortext has not declared, set aside, or paid any dividend or made any distribution with respect to its share capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stockshare capital; (xivl) Sewcal Cortext has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xvm) Sewcal Cortext has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xvin) Sewcal Cortext has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreementagreement other than the Cortext Principals' Employment Agreements; (xviio) Sewcal Cortext has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xviiip) Sewcal Cortext has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees employees; and (or taken any such action with respect q) Cortext has not committed to any other Employee Benefit Plan); (xix) Sewcal has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiaries; andforegoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcalthe Company. Without limiting the generality of the foregoing, since that date: (i) Sewcal the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal the Company has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000.00 25,000.00 or outside the Ordinary Course of Business; (iii) Sewcal the Company has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 25,000.00 to which Sewcal it is a party.party or by which it is bound; (iv) Sewcal except as set forth in Section 4(g) of the Disclosure Schedule, the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 25,000.00 or outside the Ordinary Course of Business; (vi) Sewcal the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 25,000.00 or outside the Ordinary Course of Business; (vii) Sewcal the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or a capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate.obligation; (viii) Sewcal the Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal the Company has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 25,000.00 or outside the Ordinary Course of Business; (x) Sewcal there has not granted any license been no change made or sublicense authorized in the articles or operating agreement of any rights under or with respect to any Intellectual Propertythe Company; (xi) Sewcal has not made or authorized any change in its articles of incorporation or bylaws of any of Sewcal or its Subsidiaries; (xii) Sewcal the Company has not issued, sold, or otherwise disposed of any of its capital stockmembership interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stockmembership interests; (xiiixii) Sewcal the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock membership interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stockmembership interests; (xivxiii) Sewcal the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xvxiv) Sewcal the Company has not made any loan to, or entered into any other transaction with, any of its directorsmembers, officers, and employees outside the Ordinary Course of Business; (xvixv) Sewcal the Company has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xviixvi) Sewcal the Company has not granted any increase in the base compensation of any of its directorsmembers, officers, and employees outside the Ordinary Course of Business; (xviiixvii) Sewcal the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directorsmembers, officers, and employees (or taken any such action with respect to any other Employee Benefit Planemployee benefit plan); (xixxviii) Sewcal the Company has not made any other change in employment terms for any of its directorsmembers, officers, and employees outside the Ordinary Course of Business; (xxxix) Sewcal the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxixx) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiariesthe Company; and (xxi) the Company has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcalany of Xxxxxx Group and its Subsidiaries. Without limiting the generality of the foregoing, since that date: (i) Sewcal none of Xxxxxx Group and its Subsidiaries has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal none of Xxxxxx Group and its Subsidiaries has note entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 50,000 and outside the Ordinary Course of Business; (iii) Sewcal no party (including any of Xxxxxx Group and its Subsidiaries) has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 50,000 to which Sewcal any of Xxxxxx Group and its Subsidiaries is a party.party or by which any of them is bound; (iv) Sewcal none of Xxxxxx Group and its Subsidiaries has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal none of Xxxxxx Group and its Subsidiaries has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 50,000 and outside the Ordinary Course of Business; (vi) Sewcal none of Xxxxxx Group and its Subsidiaries has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of Business50,000; (vii) Sewcal none of Xxxxxx Group and its Subsidiaries has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 25,000 singly or $5,000.00 50,000 in the aggregate.; (viii) Sewcal none of Xxxxxx Group and its Subsidiaries has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal none of Xxxxxx Group and its Subsidiaries has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 50,000 or outside the Ordinary Course of Business; (x) Sewcal none of Xxxxxx Group and its Subsidiaries has not granted any license or sublicense of any rights under or with respect to any Intellectual PropertyProperty outside the Ordinary Course of Business; (xi) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or Xxxxxx Group and its Subsidiaries; (xii) Sewcal except in connection with the issuance of 100 Xxxxxx Group Shares to Seller upon the incorporation of the Xxxxxx Group in September of 1997, none of Xxxxxx Group and its Subsidiaries has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal none of Xxxxxx Group and its Subsidiaries has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal none of Xxxxxx Group and its Subsidiaries has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xv) Sewcal none of Xxxxxx Group and its Subsidiaries has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal none of Xxxxxx Group and its Subsidiaries has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal none of Xxxxxx Group and its Subsidiaries has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal none of Xxxxxx Group and its Subsidiaries has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal none of Xxxxxx Group and its Subsidiaries has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal none of Xxxxxx Group and its Subsidiaries has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or any of Xxxxxx Group and its Subsidiaries; and (xxii) none of Xxxxxx Group and its Subsidiaries has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except as listed in the Disclosure Schedule, since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, operations or results of operations, or future prospects operations of SewcalAcquired Corporation. Without limiting the generality of the foregoing, since that date: (i1) Sewcal Acquired Corporation has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii2) Sewcal Acquired Corporation has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000 or outside the Ordinary Course of Business; (3) To Sellers' knowledge, no party (including Acquired Corporation) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course 25,000 to which Acquired Corporation is a party or by which any of Businessthem is bound; (iii4) Sewcal There has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal is a party. (iv) Sewcal has not been imposed any Security Interest upon any of its Acquired Corporation's assets, tangible or intangible; (v5) Sewcal Acquired Corporation has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 25,000 or outside the Ordinary Course of Business; (vi6) Sewcal Acquired Corporation has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 25,000 or outside the Ordinary Course of Business; (vii7) Sewcal Acquired Corporation has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 25,000 singly or $5,000.00 100,000 in the aggregate.; (viii) Sewcal 8) Acquired Corporation has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix9) Sewcal Acquired Corporation has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 25,000 or outside the Ordinary Course of Business; (x10) Sewcal Acquired Corporation has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi11) Sewcal There has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its SubsidiariesAcquired Corporation; (xii12) Sewcal Acquired Corporation has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii13) Sewcal Except as permitted under Section 5(e) of this Agreement, Acquired Corporation has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv14) Sewcal Acquired Corporation has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xv15) Sewcal Other than the repayment of certain debt identified on the Disclosure Schedule and permitted under Section 5(e) of this Agreement, Acquired Corporation has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi16) Sewcal Acquired Corporation has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement, or entered into any employment contract other than in the ordinary course of business (each such contract permitting for termination on thirty days' notice with no payment or other obligation as a result of such termination or as described on the Disclosure Schedule); (xvii17) Sewcal Acquired Corporation has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii18) Sewcal Acquired Corporation has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix19) Sewcal Acquired Corporation has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx20) Sewcal Acquired Corporation has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii21) There has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its SubsidiariesAcquired Corporation ; and (22) Acquired Corporation has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except (as described herein and in the attached exhibitsdefined below), there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of SewcalCALCI. Without limiting the generality of the foregoing, since that date: (i) Sewcal CALCI has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal CALCI has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000.00 50,000.00 or outside the Ordinary Course of Business; (iii) Sewcal no party has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 50,000.00 to which Sewcal CALCI is a party.party or by which it is bound; (iv) Sewcal has not imposed any Security Interest upon any of its assets, tangible or intangibleintentionally left blank; (v) Sewcal CALCI has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 100,000.00 or outside the Ordinary Course of Business; (vi) Sewcal CALCI has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 1,000,000.00 or outside the Ordinary Course of Business; (vii) Sewcal CALCI has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 1,000,000.00 singly or $5,000.00 2,500,000.00 in the aggregate.; (viii) Sewcal CALCI has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of BusinessLiabilities; (ix) Sewcal CALCI has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 outside the Ordinary Course of Business50,000.00; (x) Sewcal CALCI has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its SubsidiariesCALCI; (xii) Sewcal CALCI has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal CALCI has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal CALCI has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xv) Sewcal CALCI has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal CALCI has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal CALCI has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal CALCI has not adopted, amended, modified, modified or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Planplan); (xix) Sewcal CALCI has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal CALCI has not has made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) CALCI has not paid any amount to any third party with respect to any Liability or obligation (removed)including any costs and expenses CALCI has incurred or may incur in connection with this Agreement and the transactions contemplated hereby) which would not constitute an Assumed Liability if in existence as of the Closing; (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its SubsidiariesCALCI; and (xxiii) CALCI has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth on Section 4(h) of the Disclosure Schedule, since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in occurrence, event, incident, action, failure to act or transaction that constitutes the business, financial condition, operations, results Basis of operations, a Material Adverse Effect on the Company or future prospects any that is outside the Ordinary Course of Sewcal. BusineSection Without limiting the generality of the foregoing, since that date: (i) Sewcal The Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal The Company has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) or licenses either involving more than $10,000.00 10,000 in the aggregate, having a term greater than 12 months or outside the Ordinary Course of Business; (iii) Sewcal No party (including the Company) has not accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) or licenses involving more than $10,000.00 10,000 in the aggregate to which Sewcal the Company is a party.party or by which it is bound; (iv) Sewcal The Company has not imposed or allowed to be imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal The Company has not made any capital expenditure (or series of related capital expenditures) either expenditures involving more than $5,000.00 10,000 in the aggregate or outside the Ordinary Course of Business; (vi) Sewcal The Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of BusinessPerson; (vii) Sewcal The Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 10,000 in the aggregate.; (viii) Sewcal The Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal The Company has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 10,000 in the aggregate and outside the Ordinary Course of Business; (x) Sewcal The Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal There has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its Subsidiariesthe Company; (xii) Sewcal The Company has not issued, sold, or otherwise disposed of any of its capital stock or securities convertible into or exchangeable for such stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its such capital stockstock or securities; (xiii) Sewcal The Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stockstock or other securities; (xiv) Sewcal The Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside involving more than $10,000 in the ordinary course of businessaggregate; (xv) Sewcal The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside or their "Associates" (as defined in Rule 12b-2 under the Ordinary Course of BusinessExchange Act); (xvi) Sewcal The Company has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal The Company has not granted any increase in the base any compensation of any of its directors, officers, and employees outside the Ordinary Course of Businessor other employees; (xviii) Sewcal The Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal The Company has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal The Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) The Company has not increased, or experienced any change in assumptions underlying or method of calculating, any bad debt, contingency, tax or other reserves or changed its accounting practices, methods or assumptions (removedincluding changes in estimates or valuation methods); or written down the value of any assets; (xxii) There The Company has not been granted any bonuses or made any other material occurrence, event, incident, action, failure to act, or transaction outside payments of any kind (other than base compensation in the Ordinary Course of Business involving Sewcal and/or its SubsidiariesBusiness) to any officer, director or employee of the Company, or to any Person related to any of the foregoing; and (xxiii) The Company has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of SewcalMaterial Adverse Change. Without limiting the generality of the foregoing, since that date: (ia) Sewcal Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (iib) Sewcal Seller has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000.00 25,000 or outside the Ordinary Course of Business; (iiic) Sewcal no party (including Seller) has not accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving involving, individually or in the aggregate, more than $10,000.00 25,000 to which Sewcal Seller is a party.party or by which it is bound; (ivd) Sewcal Seller has not imposed or permitted to exist any Security Interest Lien upon any of its assets, tangible or intangible; (ve) Sewcal Seller has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 25,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (vif) Sewcal Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 25,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (viig) Sewcal Seller has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 25,000 in the aggregate.; (viiih) Sewcal Seller has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ixi) Sewcal Seller has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 25,000 (individually or in the aggregate) or outside the Ordinary Course of Business; (xj) Sewcal Seller has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xik) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws (or other organizational documents) of any of Sewcal or its SubsidiariesSeller; (xiil) Sewcal Seller has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiiim) Sewcal Seller has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xivn) Sewcal Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course in an aggregate amount in excess of business$25,000; (xvo) Sewcal Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvip) Sewcal Seller has not entered into or terminated any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xviiq) Sewcal Seller has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviiir) Sewcal Seller has not adopted, amended, modified, or terminated any bonus, profit-profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xixs) Sewcal Seller has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xxt) Sewcal Seller has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businesscontribution; (xxiu) Seller has not paid any amount to any third party with respect to any Liability (removed)including any costs and expenses Seller has incurred or may incur in connection with this Agreement and the transactions contemplated hereby) that would not constitute an Assumed Liability if in existence as of the Closing; (xxiiv) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its SubsidiariesSeller; (w) Seller has not discharged a material Liability or Lien; (x) Seller has not made any loans or advances of money in an aggregate amount in excess of $25,000; (y) Seller has not disclosed any confidential information; and (z) Seller has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth in ss.3(j) of the Most Recent Fiscal Year End and except as described herein and Disclosure Schedule, since December 31, 2003, each Seller has operated its Business in the attached exhibits, Ordinary Course of Business and there has not been any material adverse change in a Material Adverse Change with respect to the business, financial condition, operations, results of operations, or future prospects of SewcalBusiness. Without limiting the generality of the foregoing, with respect to the Business, since that dateDecember 31, 2003: (i) Sewcal no Seller has not sold, leased, transferred, or assigned (or entered into any agreement to do the foregoing) any of its assetsassets or property, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal no Seller has note entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than US $10,000.00 outside the Ordinary Course of Business50,000, which has not otherwise been fully satisfied or terminated; (iii) Sewcal no Seller has not accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than US $10,000.00 50,000 to which Sewcal any Seller is a party.party or by which it is bound, which has not otherwise been fully satisfied or terminated; (iv) Sewcal no Seller has not imposed any Security Interest upon any of its assets, tangible or intangible, property, personal or real; (v) Sewcal no Seller has not made any capital expenditure (or series of related capital expenditures) either involving more than US $5,000.00 outside the Ordinary Course of Business50,000; (vi) Sewcal no Seller has not made any capital investment in, any loan to, or any acquisition of the securities securities, property or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than US $5,000.00 outside the Ordinary Course of Business50,000; (vii) Sewcal no Seller has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate.obligation; (viii) Sewcal no Seller has not delayed or postponed the payment of accounts payable and other Liabilities outside or accelerated the Ordinary Course payment of Businessreceivables; (ix) Sewcal no Seller has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than US $2,500.00 outside the Ordinary Course of Business50,000; (x) Sewcal no Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its Subsidiariesa Seller; (xii) Sewcal has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal has the Sellers have not experienced any damage, destruction, or loss (whether or not covered by insurance) to its real or personal property outside the ordinary course of businessin an aggregate amount greater than US $10,000; (xvxiii) Sewcal no Seller has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xvixiv) Sewcal no Seller has not entered into any employment contract which provides for base compensation in excess of US $50,000 or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xviixv) Sewcal no Seller has not granted any increase in excess of five percent (5%) in the base compensation of compensation, bonus, sales commissions or fee arrangements payable to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees, consultants or agents; (xviiixvi) Sewcal no Seller has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, equity compensation, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees or made any commitment to do so (or taken any such action with respect to any other Employee Benefit Plan); (xixxvii) Sewcal no Seller has not made any other change in employment terms for any of its directors, officers, and employees outside who receive base compensation in excess of US $50,000; (xviii) there has been no change in accounting or tax accounting methods or practices (including any change in depreciation or amortization or capitalization rates or policies) by a Seller or the Ordinary Course revaluation of Businessany assets; (xix) to the Knowledge of Sellers and Stockholders, there has been no commencement of or notice to or the threat of commencement of any lawsuit or proceeding against or investigation of a Seller; and (xx) Sewcal no Seller or any officer, director, employee or agent thereof has not made negotiated agreed or pledged committed to make do any charitable or other capital contribution outside of the Ordinary Course foregoing which would bind any of Business; (xxi) (removed) (xxii) There has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiaries; andParties.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse no change in the businessBusiness that would, financial conditionsingly or in the aggregate, operations, results of operations, constitute or future prospects of Sewcalhave a Material Adverse Effect on the Business. Without limiting the generality of the foregoing, since that date: (i) Sewcal Other than for the provision of services, RS has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal has note entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business;50,000. (iiiii) Sewcal no party (including RS) has not accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 50,000 to which Sewcal RS is a party.party or by which it is bound, other than for services; (iviii) Sewcal RS has not imposed any Security Interest upon any of its assets, tangible or intangible; (viv) Sewcal RS has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 outside the Ordinary Course of Business50,000; (viv) Sewcal RS has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of Business50,000; (viivi) Sewcal RS has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 50,000 singly or $5,000.00 100,000 in the aggregate.; (viiivii) Sewcal RS has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ixviii) Sewcal RS has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business25,000; (xix) Sewcal RS has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xix) Sewcal has not made or authorized any change Other than as set forth in its articles of incorporation or bylaws of any of Sewcal or its Subsidiaries; (xiiSection 4(h) Sewcal has not issuedon the RS Disclosure Statement, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal RS has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xivxi) Sewcal has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of business; (xv) Sewcal RS has not made any loan or advance to, or entered into any other similar transaction with, any of its directors, officers, and employees outside the Ordinary Course and has not waived collection of Businessor forgiven any loan or advance; (xvixii) Sewcal RS has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xviixiii) Sewcal RS has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xviiixiv) Sewcal RS has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan);; and (xixxv) Sewcal RS has not made any other change in employment terms for committed to any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiaries; andforegoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, Company and its Subsidiaries have conducted their businesses only in, and have not engaged in any material transaction other than in accordance with, the Ordinary Course of Business of Company and its Subsidiaries. Since the Most Recent Fiscal Year End and except as described herein and in prior to the attached exhibitsdate hereof, there has not been any material Material Adverse Effect on Company, provided, however, that, any damage to properties, service interruptions, loss of customers, additional operating and other costs and other adverse change consequences resulting from Hurricanes Kxxxxxx and Rxxx, as and to the extent described in the business, financial condition, operations, results of operations, or future prospects of Sewcal. Without limiting the generality Section 3.11(m) of the foregoing, since that dateCompany Disclosure Letter under the heading “Kxxxxxx/Rxxx Impact,” shall not be deemed to be a Material Adverse Effect. Since the Most Recent Fiscal Year End and prior to the date hereof: (ia) Sewcal none of Company and its Subsidiaries has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (iib) Sewcal none of Company and its Subsidiaries has note entered into any agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, leases and licenseslicenses with the same other party or Affiliates of such other party) either involving more than $10,000.00 outside 250,000 or other than in the Ordinary Course of Business; (iiic) Sewcal no party (including any of Company and its Subsidiaries) has not accelerated, terminated, modified, modified or canceled cancelled any agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, leases and licenseslicenses with the same other party or Affiliates of such other party) involving more than $10,000.00 250,000 to which Sewcal any of Company and its Subsidiaries is a party. (iv) Sewcal has not imposed any Security Interest upon party or by which any of its assets, tangible or intangiblethem is bound; (vd) Sewcal none of Company and its Subsidiaries has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 outside 250,000 or other than in the Ordinary Course of Business; (vie) Sewcal none of Company and its Subsidiaries has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitionsloans or acquisitions with the same other party or Affiliates of such other party) either involving more than $5,000.00 outside 50,000 or other than in the Ordinary Course of Business; (viif) Sewcal none of Company and its Subsidiaries has not issued any note, bond, bond or other debt security or created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 50,000 singly or $5,000.00 250,000 in the aggregate.; (viiig) Sewcal none of Company and its Subsidiaries has not delayed or postponed the payment of accounts payable and or other Liabilities outside other than in the Ordinary Course of Business; (ixh) Sewcal none of Company and its Subsidiaries has not canceledcancelled, compromised, waived, waived or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 outside 50,000 or other than in the Ordinary Course of Business; (xi) Sewcal none of Company and its Subsidiaries has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xij) Sewcal other than as contemplated by this Agreement, there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or Company and its Subsidiaries; (xiik) Sewcal none of Company and its Subsidiaries has not issued, sold, sold or otherwise disposed of any of its capital stock, or granted any options, warrants, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any of its capital stockstock except for the issuance of shares of Common Stock upon exercise of Employee Stock Options outstanding as of the Most Recent Fiscal Year End in accordance with their terms; (xiiil) Sewcal none of Company and its Subsidiaries has not declared, set aside, aside or paid any dividend or made any distribution with respect to its capital stock (whether in cash cash, property, stock or in kindany combination thereof) or redeemed, purchased, purchased or otherwise acquired any of its capital stock; (xivm) Sewcal none of Company and its Subsidiaries has not experienced any damage, destruction, destruction or loss (whether or not covered by insurance) to its property outside the ordinary course of businessthat could reasonably be expected to have a Material Adverse Effect on Company; (xvn) Sewcal none of Company and its Subsidiaries (x) has not made any loan or advance to, or entered into any other transaction with, any of its directors, officersofficers or stockholders, and or (y) made any loans or advances to, or entered into any other transactions with, any of its employees outside that were in the aggregate as to an employee in excess of $10,000 at any one time outstanding, other than, in the case of transactions with officers or employees (including stockholders in their capacity as officers or employees) referenced in either of clause (x) or (y), employment arrangements in the Ordinary Course of Business; (xvio) Sewcal none of Company and its Subsidiaries has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any such existing such contract or agreement; (xviip) Sewcal none of Company and its Subsidiaries has not granted any increase in the base compensation of any of its directorsdirectors or officers or, officers, and employees outside other than in the Ordinary Course of Business, any of its employees; (xviiiq) Sewcal none of Company and its Subsidiaries has not adopted, amended, modified, modified or terminated any bonus, profit-sharing, incentive, severance, severance or other plan, contract, contract or commitment for the benefit of any of its directors, officers, and officers or employees (or taken any such action with respect to any other Employee Benefit Plan); (xixr) Sewcal none of Company and its Subsidiaries has not made any other change in employment terms for any of its directors, directors or officers, and employees outside the Ordinary Course of Business; (xxs) Sewcal none of Company and its Subsidiaries has not made or pledged to make any charitable or other capital contribution outside other than in the Ordinary Course of Business;; and (xxit) (removed) (xxii) There none of Company and its Subsidiaries has not been committed to any other material occurrence, event, incident, action, failure to act, or transaction outside of the Ordinary Course of Business involving Sewcal and/or its Subsidiaries; andforegoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsEnd, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of SewcalXxXxx. Without limiting the generality of the foregoing, since that date: (ia) Sewcal XxXxx has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration (i) in the Ordinary Course of Business, (ii) where any such transaction was with an Affiliate of XxXxx, for a fair consideration, and (iii) transactions which are, singly and in the aggregate, immaterial; (iib) Sewcal XxXxx has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000.00 250,000 or outside the Ordinary Course of BusinessBusiness or, in the case of any such transaction with an Affiliate, other than for a fair consideration; (iiic) Sewcal no party (including XxXxx) has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 250,000 to which Sewcal XxXxx is a party.party or by which it is bound; (ivd) Sewcal XxXxx has not imposed any Security Interest upon any of its assets, tangible or intangible; (ve) Sewcal XxXxx has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 250,000 or outside the Ordinary Course of Business; (vif) Sewcal XxXxx has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 100,000 or outside the Ordinary Course of Business; (viig) Sewcal XxXxx has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either obligations involving more than $2,500.00 100,000 singly or $5,000.00 250,000 in the aggregate.aggregate (other than indebtedness for money borrowed from the Seller, consistent with past practices); (viiih) Sewcal XxXxx has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ixi) Sewcal XxXxx has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 100,000 or outside the Ordinary Course of Business; (xj) Sewcal XxXxx has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xik) Sewcal there has not been no change made or authorized any change in its articles of incorporation the charter or bylaws of any of Sewcal or its SubsidiariesXxXxx; (xiil) Sewcal XxXxx has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiiim) Sewcal XxXxx has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xivn) Sewcal XxXxx has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xvo) Sewcal XxXxx has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business, and XxXxx has not engaged in any transaction which gives rise to an intercompany obligation between XxXxx and the Seller or any of the Seller's Affiliates (other than payables to and receivables from the Seller which shall be cancelled at the Closing in accordance with Section 2.06 above); (xvip) Sewcal XxXxx has not entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xviiq) Sewcal XxXxx has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviiir) Sewcal XxXxx has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xixs) Sewcal XxXxx has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xxt) Sewcal XxXxx has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxiu) (removed) (xxii) There to Seller's Knowledge, except as expressly contemplated by this Agreement or the Disclosure Schedule, there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its SubsidiariesXxXxx; and (v) XxXxx has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except for entering into this Agreement, the Most Recent Fiscal Year End and except as described herein and Transactions contemplated hereby, any matters disclosed in the attached exhibits, there has not been any material adverse change in the business, financial condition, operations, results of operations, Equity One Public Filings or future prospects of Sewcal. Without limiting the generality Section 4.15 of the foregoingEquity One Disclosure Schedule, since that dateDecember 31, 2000: (ia) Sewcal no Equity One Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the outside its Ordinary Course of Business, other than transactions that have not had and would not reasonably be expected to have a Material Adverse Effect, on Equity One; (iib) Sewcal no Equity One Company has note entered into any agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the its Ordinary Course of Business, other than transactions that have not had and would not reasonably be expected to have a Material Adverse Effect on Equity One; (iiic) Sewcal no Person has not accelerated, terminated, modifiedmade material modifications to, or canceled cancelled any agreement, contract, lease, lease or license (of any Equity One Company, other than transactions which, individually or series of related agreementsin the aggregate, contracts, leases, have not had and licenses) involving more than $10,000.00 would not reasonably be expected to which Sewcal is have a party. (iv) Sewcal has not imposed any Security Interest upon any of its assets, tangible or intangibleMaterial Adverse Effect on Equity One; (vd) Sewcal no Equity One Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 made, outside the its Ordinary Course of Business; (vi) Sewcal has not made , any capital investment in, any loan to, to (excluding interest accrued on Equity One Existing Debt) or any acquisition of the securities or assets of, any other Person Person, other than transactions that have not had and would not reasonably be expected to have a Material Adverse Effect on Equity One; (or series of related e) except for the Equity One Existing Debt and any borrowings for working capital investments, loans, and acquisitions) either involving more than $5,000.00 outside incurred in the Ordinary Course of Business; Business (viiincluding refinancing of mortgage debt) Sewcal and debt incurred in connection with acquisitions of Real Property, no Equity One Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate.otherwise; (viiif) Sewcal no Equity One Company has not delayed made any loan to, or postponed the payment entered into any other material transaction with, any of accounts payable its direct or indirect shareholders, directors, officers, and employees; (g) no Equity One Company has made or pledged to make any charitable or other Liabilities contribution outside the its Ordinary Course of Business; (ixh) Sewcal no Equity One Company has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business; (x) Sewcal has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal has not made or authorized any change in its articles of incorporation or bylaws of any of Sewcal or its Subsidiaries; (xii) Sewcal has not issued, sold, or otherwise disposed of any of its capital stock or securities convertible into or exchangeable for such stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal has not declared, set aside, or paid any dividend or made any distribution with respect to its such capital stock (whether or securities, except in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of business; (xv) Sewcal has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvii) Sewcal no Equity One Company has not entered into committed to do any collective bargaining agreements, written or oral, or modified of the terms of any existing such contract or agreement;foregoing; and (xviij) Sewcal has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There there has not been any other material occurrence, change, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiaries; andwhich would reasonably be expected to result in a Material Adverse Effect on Equity One.