EXHIBIT 10.17
1-21-04 1
ASSET PURCHASE & SALE AGREEMENT
AGREEMENT made as of this 28 day of January, 2004, by and between Poly
Circuits, INC. a Illinois corporation, having its principal business office at
000 Xxxxxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as
"Seller" and "Poly Circuits"), and M-Wave Inc., a Delaware corporation at said
address and, AM-Wave LLC a Illinois Limited Liability Company, with its
principal office to be at 0000 Xxxx Xxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000
(hereinafter referred to as "Purchaser");
WITNESSETH
WHEREAS, Purchaser is willing to purchase and Seller is willing to sell
substantially all of the equipment (hereinafter referred to as the "Equipment")
owned by Seller at its premises located at 000 Xxxxxxxxxx Xxxxx, Xxxx Xxxxxxx,
Xxxxxxxx (hereinafter referred to as "Premises") which is used by Seller in its
business of development, manufacturing and marketing of high performance circuit
boards (collectively, the "Products") on the terms and conditions set forth
herein; and
WHEREAS, Seller is a wholly owned subsidiary of M-Wave, Inc. a Delaware
corporation.
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration the receipt and adequacy
whereof are hereby acknowledged, the parties hereby agree as follows:
1. PREAMBLES. The foregoing Preambles are a part of this
Agreement and are hereby incorporated herein.
2. EQUIPMENT. The Purchaser hereby agrees to purchase from Seller
all the Equipment used in the business of manufacturing circuit boards by Seller
and M-Wave, Inc. including but not limited that equipment set forth on Exhibit
"A" attached hereto and made a part hereof (except only the equipment
specifically excluded on Exhibit "A") and Seller agrees to sell the Equipment to
Purchaser. Said Equipment being sold shall be free and clear of all liens and
encumbrances.
1-21-04 2
3. PURCHASE PRICE. The purchase price for the equipment shall be
$1,577,200 of which $800,000 shall be paid to Seller at closing and the balance
shall be paid by way of Seller being given a 20% equity interest in Purchaser
and American Standard Circuits, Inc. will own the remaining 80% equity interest.
4. REPRESENTATIONS AND WARRANTIES OF SELLER AND M-WAVE, INC.
Seller and M-Wave, Inc. represent and warrant as follows:
(a) Seller is a corporation duly organized, validly
existing, and in good standing under the laws of Illinois and owns all
of the assets being sold hereunder;
(b) This Agreement and the sale of the Equipment have
been approved by the unanimous consent of the Board of Directors and
Shareholder of Seller by appropriate resolutions;
(c) There is no litigation or proceeding pending or
threatened against or relating to Seller and M-Wave, Inc. and their
properties or business. Additionally, they are not in default with
respect to any order, writ, injunction or decree of any court or in
default of any order, regulation or demand of any governmental agency,
default under which might have consequences which would materially and
adversely affect the business, properties or assets, or the condition,
financial or otherwise, of the Seller and/or M-Wave, Inc.;
(d) This instrument or the execution hereof will not
constitute a breach or default of any contract or agreement which will
materially or adversely affect the business of Seller;
(e) The Seller has filed or will promptly file, all
United States income tax returns and all state and municipal tax
returns which are required to be filed, and have paid, or will pay, all
taxes which have or will become due pursuant to said returns or
pursuant to any assessment received by it. Seller shall provide stop
orders from the Illinois Department of Revenue and Illinois Department
of Employment Security prior to closing. Seller represents that to the
best of Seller's knowledge, Seller is not delinquent on any taxes,
which might interfere with Purchaser's rights under this Agreement;
1-21-04 3
(f) All equipment being sold under this Agreement shall
be in good working condition at the time of closing;
(g) Seller has not employed any broker in connection with
this transaction and will be solely responsible for the payment of any
broker's commission should any become due;
(h) Seller has provided all books, records and financial
information requested by Purchaser on which Purchaser has relied and
will transfer to Purchaser all warranties pertaining to the equipment
being sold hereunder;
(i) Seller shall conduct its present business only in the
ordinary course until closing.
5. CASUALTY PRIOR TO CLOSING. In the event that prior to the
Closing, the Equipment, being sold hereunder shall be lost or damaged on account
of fire, flood, accident, act of God, civil commotion or any other cause or
event, the Purchaser shall have the option of terminating this Agreement without
liability or to waive any diminution in value and close under this Agreement,
buying the Equipment "as is," in which event Purchaser shall be entitled to
receive the proceeds of any insurance paid by reason of such loss or damage. If
the Purchaser elects to terminate this Agreement pursuant to the provisions of
this paragraph, all monies heretofore paid by the Purchaser, if any, in
accordance with the provision of this Agreement, shall be returned to the
Purchaser and all parties shall be released from any further obligations
hereunder.
6. INDEMNIFICATION. The Seller and M-Wave, Inc. jointly and
severally agree to indemnify and hold harmless the Purchaser from and against:
(a) Any damage, loss, liabilities, deficiency, payment,
and expenses, including reasonable attorney's fees and costs which the
Purchaser shall suffer resulting from Seller's or M-Wave's breach of
any representation, warranty, covenant or agreement contained in this
Agreement or any third-party claim, suit or action based upon or
attributable to or caused by the acts or omissions of Seller or M-Wave,
Inc.
1-21-04 4
(b) Any damage, loss, deficiency or payment which the
Purchaser shall suffer or have as the result of the Seller's failure to
conform to, or comply with, any law or regulation of the United States
of America, any state; municipality, governmental unit or agency, or
the failure of the Seller to make payments of any tax, debt, obligation
or liability of the Seller arising out of, or in any way related to,
Seller's conduct of its business prior to the closing hereof;
(c) Any and all alleged or real actions, suits,
proceedings, demands, assessment, judgments, costs and expenses
incident to any of the foregoing, including, but not limited to, all
costs and attorneys' fees incurred by the Purchaser attributable to the
defense or settlement of any of the foregoing.
(d) The Seller and M-Wave, Inc. shall reimburse the
Purchaser, on demand, for any payment made by the Purchaser with
respect to any obligation, liability or claim to which the foregoing
relates, or any liability arising out of the conduct of the business of
Seller prior to closing.
(e) Seller and M-Wave, Inc. shall defend, including the
payment of reasonable attorneys' fees and costs, indemnify and hold
harmless Seller from and against any claim or cause of action
whatsoever arising out of the assets sold herein and Seller's business;
(f) The provisions of this Section shall survive the
closing.
7. CONDITIONS PRECEDENT. The parties agree that the transaction
covered by this Agreement and the Closing are contingent upon the fulfillment of
each of the following conditions:
(a) AMI Partners, L.L.C. shall conclude the purchase from
Seller of the real estate commonly known as 000 Xxxxxxxxxx Xxxxx, Xxxx
Xxxxxxx, Xxxxxxxx, concurrently with the closing of the purchase of the
Equipment from Seller hereunder. This Agreement is contingent on the
closing of said transaction;
1-21-04 5
(b) That the Seller has received and delivered to
Purchaser the appropriate stop orders issued by any governmental agency
and provision has been made for same by way of escrow. Xxxxxx X. Xxxxxx
will act as Escrowee for any funds which are required to be held back
as a result of the aforesaid stop order;
(c) That prior to or at the Closing, the Seller shall
deliver to the Purchaser all documents provided for in this Agreement.
(d) American Standard Circuits Inc. ("ASC") and M-Wave,
Inc. shall conclude their final agreement for a Strategic Operating
Alliance pursuant to which ASC shall manufacture and sell high
performance circuit boards (herein called the "Products") at the
Premises for M-Wave, Inc. and which agreement will supercede the
Interim Agreement for a Strategic Operating Alliance, dated as of
September 2, 2003, between M-Wave, Inc. and American Standard Circuits
Inc.
(e) AMI Partners, L.L.C. as Lessor, and M-Wave Inc., as
Lessee shall have entered into a lease of the second floor of the
building at the Premises for a term of approximately five (5) years.
8. CLOSING. At closing of the transaction, including the sale and
lease of real estate, shall take place at the Wheaton, Illinois offices of the
Chicago Title Insurance Company on January 26, 2004, at 10:00 a.m. or at such
other place, date and time as shall be mutually agreed upon, provided that each
and every condition set forth above has been fully complied with. The parties
each warrant to the other that this Agreement and its full and complete
performance has been duly authorized by appropriate corporate action and that
all documents shall be executed by representatives of the respective parties
duly authorized to do so.
9. CLOSING DOCUMENTS. At or prior to closing, Seller shall
tender the following documents where appropriate, executed by duly authorized
representatives of Seller.
(a) A warranty xxxx of sale for the Equipment,
transferring good and marketable title to Purchaser free and clear of
all liens and encumbrances;
1-21-04 6
(b) Stop Orders from the Illinois Department of Revenue
and Illinois Department of Employment Security. Xxxxxx X. Xxxxxx will
act as Escrowee for any funds which are required to be held back as a
result of the aforesaid stop order;
(c) Uniform Commercial Code searches from the States of
Delaware and Illinois and judgment and lien searches indicating the
assets to be transferred being free of security interests in others. If
such searches disclose any judgments or liens Seller shall also deposit
releases or pay-off letters showing the amounts due and totaling not
more than the net proceeds from the sale of the Equipment which
proceeds shall be used to pay the judgments and/or liens at closing.
Such searches shall include Seller and M-Wave, Inc. as the Debtors.
(d) Certificates of Good Standing that Seller is
incorporated in Illinois and in good standing there;
(e) Certified copies of corporate resolutions of Seller
and M-Wave, Inc. authorizing execution of this Agreement and the
transaction hereby contemplated;
At closing, Purchaser shall tender the purchase price, plus or minus
agreed adjustments and prorations, if any in the form of a cashier's or
certified check, payable to Seller or check of the title company.
10. LEGAL PROCEEDINGS. In the event that either party is required
to commence any legal proceedings for the enforcement of any provision of this
Agreement, the prevailing parry shall be entitled to recover its reasonable
attorneys' fees and costs incurred in connection therewith.
11. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties as to the subject matter hereof, merges all prior
discussions, negotiations and agreements between the parties, and may not be
modified except in a writing signed by the parties.
12. SURVIVAL OF AGREEMENT. This Agreement shall survive the
closing of the within transaction.
1-21-04 7
13. GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the State of Illinois.
14. NOTICES. All notices, requests, consents, and other
communications under this Agreement shall be in writing and shall be delivered
by hand, sent via overnight courier, sent by facsimile, or mailed by first class
certified or registered mail, return receipt requested, postage prepaid:
If to____________________________, Purchaser:
_________________________________________
0000 Xxxx Xxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxxx Xxxxx
Fax: (000)000-0000 WITH a copy to:
Xxxxxx X. Xxxxxx, Esq.
000 Xxxxxx Xxxx. Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Fax: (000)000-0000
If to Poly Circuits Inc., Seller, and M-Wave, Inc.
c/o M-Wave, Inc.
000 Xxxxxxxxxx Xxxxx
Xxxx Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxx
Fax: (000)000-0000
with a copy to:
Xxxxxxxx & Xxxxxx
000 X. Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxx X. Xxxxx, Esq.
Fax: (000)000-0000
1-21-04 8
or to such other person or entity or at such other address as any Party shall
designate by notice to the other in accordance with this Paragraph 14.
Notices provided in accordance with this Paragraph 14 shall be deemed
delivered (i) upon personal delivery with signature required (ii) one (1)
business day after they have been sent to the recipient by reputable overnight
courier service (charges prepaid and signature required), (iii) upon
confirmation, answer back received, of successful transmission of a facsimile
message containing such notice if sent between 9 a.m. and 5 p.m., local time of
the recipient, on any Business Day, and as of 9 a.m. local time of the recipient
on the next business day if sent at any other time, or (iv) three (3) business
days after deposit in the mail.
15. MISCELLANEOUS.
(a) Building Effect and Assignment: This Agreement shall
be binding upon and inure to the benefit of the Parties and their
respective successors, assigns and representatives. Neither Party shall
have the right to assign or otherwise transfer its rights or
obligations under this Agreement except with the prior written consent
of the other Party, not to be unreasonably withheld.
(b) Waiver. Except as specifically provided for herein,
the waiver from time to time be either of the Parties of any of their
rights or their failure to exercise any remedy shall not operate or be
construed as a continuing waiver of same or of any other of such
Party's rights or remedies provided in this Agreement.
(c) Severability. If any term, covenant or condition of
this Agreement or the application thereof to any Party or circumstance
shall, to any extent, be held to be invalid or unenforceable, then the
remainder of this Agreement, or the application of such term, covenant
or condition to Parties or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby and
each term, covenant or condition of this Agreement shall be valid and
be enforced to the fullest extent permitted by law.
1-21-04 9
(d) Counterparts. This Agreement may be executed in any
number of counterparts, each of which will be deemed to be an original,
but all of which together will constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective authorized representatives effective on the date
first set forth herein.
SELLER: PURCHASER:
POLY CIRCUITS INC., /s/ AM Wave LLC
-----------------------------------
a Illinois corporation a Illinois L.L.C.
By /s/ *** By /s/ ***
---------------------------------- --------------------------------
President Manager
Attest /s/ ***
------------------------------
Asst Secretary
M-WAVE, INC., a Delaware corporation
By: /s/ ***
---------------------------------
President
Attest: /s/ ***
-----------------------------
Asst Secretary
RIDER TO
ASSET PURCHASE AND SALE AGREEMENT
This Rider to Asset Purchase and Sale Agreement ("Rider") is dated
January 28, 2004 by and between Polycircuits, Inc., an Illinois corporation
("Seller") and M-Wave, Inc., a Delaware corporation ("M-Wave") and AM-WAVE, LLC,
an Illinois limited liability company ("Purchaser").
This Rider is attached to and made a part of that certain Asset
Purchase and Sale Agreement (the "Contract") dated of even date herewith by and
between Seller, M-Wave and Purchaser. To the extent of any conflict between the
terms of the Contract and this Rider, the terms of this Rider shall control. All
terms herein that are capitalized but are not defined shall have the meaning in
respect thereof as set forth in the Contract.
R-1 The second sentence of Paragraph 4(e) of the Contract is
deleted. Seller and M-Wave represent and warrant that there
are no delinquent amounts due to the Illinois Department of
Revenue and Illinois Department of Employment Security by the
owner of the Equipment which is the subject of the Contract,
and Seller and M-Wave will indemnify and hold Purchaser
harmless from any claims therefor.
X-0 Xxxxxxxxx 4(f) of the Contract is hereby deleted. The
Equipment is being sold without representation or warranty,
except as otherwise expressly set forth in the Contract (as
amended hereby) or this Rider, and Seller shall have no
obligation to make any repairs in respect thereof. Without
limiting the foregoing, neither Seller nor M-Wave makes any
representation or warranty to Purchaser, express or implied,
as to (a) the suitability of the Equipment for Purchaser's
intended use or any particular purpose, or the merchantability
thereof, (b) the profitability of the operations or the income
to be derived therefrom, (c) the state of repair or lack of
repair, or quality of the Equipment, (d) any other matter with
respect to the condition of the Equipment, and (e) any tax
consequences, favorable or otherwise, resulting from
Purchaser's acquisition or operation of the Equipment; and all
such representations and warranties are hereby expressly
disclaimed by Seller and M-Wave, and Purchaser hereby releases
Seller and M-Wave from any and all responsibility and
liability in respect thereof. Any representations, warranties
or statements made by any agent or representative of Seller or
M-Wave, including without limitation any broker, may not be
relied upon by Purchaser and do not constitute a part of the
Contract or this Rider.
R-3 The provisions of Paragraphs 4(i), 5, 7, and 9(b) are hereby
deleted.
R-4 If there shall be any breach of any of the representations and
warranties set forth herein and/or in the Contract, as amended
hereby, or the closing documents, Purchaser shall be required
to act, if at all, on said breach by giving notice thereof to
Seller and/or M-Wave within one (1) year after the date hereof
and by filing action against Seller and/or M-Wave in court in
respect thereof within one (1) year after the date hereof.
Further, there shall be no liability of Seller and/or M-
Wave in respect of any breach of representation and warranty
set forth herein and/or in the Contract, as amended hereby,
and/or the closing documents in respect of claims which
together with all other claims in respect thereof, exceed an
aggregate of $100,000, and there shall be no liability of
Seller and/or M-Wave in respect of any breach of
representation and warranty set forth herein and/or in the
Contract, as amended hereby, and/or the closing documents in
respect of claims which together with all other claims in
respect thereof do not exceed in the aggregate 55,000.
Further, no representation or warranty of Seller and/or M-Wave
hereunder and/or in the Contract, as amended hereby, and/or
the closing documents shall be deemed to have been breached if
Purchaser closes the purchase and sale contemplated hereby
with knowledge by it or its agents of any such breach.
Polycircuits, Inc., an Illinois corporation
By: /s/ Xxx Xxxxx
----------------------------------------
Its: Xxx Xxxxx
President
M-Wave, Inc., a Delaware corporation
By: /s/ Xxx Xxxxx
----------------------------------------
Its: Xxx Xxxxx
President
AM-WAVE, LLC, an Illinois limited liability
company
By: /s/ ***
----------------------------------------
Its: Manager
2
SECOND RIDER TO
ASSET PURCHASE AND SALE AGREEMENT
This Second Rider to Asset Purchase and Sale Agreement ("Second Rider")
is dated January 28, 2004 by and between Polycircuits, Inc., an Illinois
corporation ("Seller") and M-Wave, Inc., a Delaware corporation ("M-Wave") and
AM-WAVE, LLC, an Illinois limited liability company ("Purchaser").
This Second Rider is attached to and made a part of that certain Asset
Purchase and Sale Agreement (the "Contract") dated of even date herewith by and
between Seller, M-Wave and Purchaser. To the extent of any conflict between the
terms of the Contract and this Rider, the terms of this Rider shall control. All
terms herein that are capitalized but are not defined shall have the meaning in
respect thereof as set forth in the Contract.
X-0 Xxxxxxxxx 3 of the Contract is deleted and the following
language is substituted in lieu thereof:
"3 (a). In consideration for and upon the
contribution of the assets pursuant to this
Agreement, and the satisfaction of the other
conditions precedent set forth herein, Purchaser
shall, in addition to the consideration described in
subparagraph (b) below, issue to the Seller a
membership interest in the Purchaser having the
rights and subject to the limitation as set forth in
the Operating Agreement of AM-Wave, L.L.C., which is
attached hereto as Exhibit B (the "Operating
Agreement").
(b). Purchaser and Seller have agreed that the fair
market value of the assets is $1,577,000.00 and that
the fair market value of the membership interests is
$777,000.00. As additional consideration for the
contribution of the Equipment, Purchaser shall pay an
amount equal to $800,000.00 to the Seller upon the
contribution of the assets pursuant to this
Agreement."
Poly Circuits, Inc., an Illinois corporation
By: /s/ Xxx Xxxxx
----------------------------------------
Its: Xxx Xxxxx
M-Wave, Inc., a Delaware corporation
By: /s/ Xxx Xxxxx
----------------------------------------
Its: Xxx Xxxxx
AM-WAVE, LLC, an Illinois limited liability
company
By: /s/ ***
----------------------------------------
Its: Manager
2
EXHIBIT "A"
XXXX OF SALE & ASSET PURCHASE AGREEMENT
POLYCIRCUITS, INC. to AM-WAVE, LLC
1-28-04
Appraisal
M-Wave, Inc.
000 Xxxxxxxxxx Xxxxx
Xxxx Xxxxxxx, Xxxxxxxx
Machinery & Equipment
Item # Qty. Effective Date: October 9, 2003
------ ---- -------------------------------
Fabrication Department - 1st Floor
1 1- Excellon Model Xxxx VI-E480 5-Spindle Circuit Board Drilling
Machine, S/N 5133, (1992); with CNC; 6-Control; 18" x 24"
Capacity; Air Operated; Granite Bed
2 1- Excellon Model Xxxx VI-E480 5-Spindle Circuit Board Drilling
Machine, S/N 5132, (1992); with CNC; 6-Control; 18" x 24"
Capacity; Air Operated; Granite Bed
3 1- Excellon Model Xxxx V 4-Spindle Circuit Board Drilling
Machine, S/N 735-R; with 18" x 24" Capacity; with Tool
Changer; Excellon CNC; 6-Control; Air Operated; Granite Bed
4 1- Excellon Model Xxxx V 4-Spindle Circuit Board Drilling
Machine, S/N 731-R; with 18" x 24" Capacity; with Tool
Changer; Excellon CNC; 6-Control; Air Operated; Granite Bed
DOVEBID
10
APPRAISAL -M-WAVE, INC.
WEST CHICAGO, ILLINOIS
Item # Qty. Effective Date: October 9, 2003
------ ---- -------------------------------
5 1- Excellon Model EX-110D/R-230 Single Spindle Circuit Board
Driller/Router, S/N 4529, (1995); with Excellon CNC
6-Control; 18" x 24" Capacity; Air Operated; Granite Bed
6 1- Excellon Model EX-110D/R-230 Single Spindle Circuit Board
Driller/Router, S/N 4521, (1995); with Excellon CNC
6-Control; 18" x 24" Capacity; Air Operated; Granite Bed
7 1- Excellon Model EX-110D/R-230 Single Spindle, Circuit-Board
Driller/Router, S/N 4528; (1995); with Excellon CNC 6-
Control; 18" x 24" Capacity; Air Operated; Granite Bed
8 1- Excellon Model EX-110D/R-230 Single Spindle Circuit Board
Driller/Router, S/N 4522, (1995); with Excellon CNC
6-Control; 18" x 24" Capacity; Air Operated; Granite Bed
9 1- Excellon Model EX-110D/R-230 Single Spindle Circuit Board
Driller/Router, S/N 4519, (1995); with Excellon CNC
6-Control; 18" x 24" Capacity; Air Operated; Granite Bed
10 1- Excellon Model EX-110D/R-230 Single Spindle Circuit Board
Driller/Router, S/N 4520, (1995); with Excellon CNC
6-Control; 18" x 24" Capacity; Air Operated; Granite Bed
11 1- Excellon Model Xxxx VI-E D/R230 5-Spindle Circuit Board
Driller/Router, S/N 6417, (1995); with Excellon CNC
6-Control; 18" x 24" Capacity; Air Operated; Granite Bed
DOVEBID
11
APPRAISAL -M-WAVE, INC.
WEST CHICAGO, ILLINOIS
Item # Qty. Effective Date: October 9, 2003
------ ---- -------------------------------
12 1- Excellon Model Xxxx VI D/R230 0- Xxxxxxx Xxxxxxx Xxxxx
Xxxxxxx/Xxxxxx, S/N 6333, (1995); with Excellon CNC
6-Control; 18" x 24" Capacity; Air Operated; Granite Bed
13 1- Excellon Model Concept 4-208 4-Spindle Circuit Board
Drilling Machine, S/N 1354, (1996); with Excellon CNC
7-Control; Granite Bed
14 1- Excellon Model Concept 4-208 4-Spindle Circuit Board
Drilling Machine, S/N 1355, (1996); with Excellon CNC
7-Control; Granite Bed
15 1- Excellon Model Concept 1 230 Single Spindle Circuit Board
Drilling Machine, S/N 2551, (1995); with Excellon CNC
7-Control; 18" x 24" Capacity; Air Operated; Granite Bed
16 1- ESI Model 100MC Smart Single Spindle Circuit Board Drilling
Machine, S/N MD060, (2001); with PC Control; 18" x 24"
Capacity; Manual Tool Change
17 1- Xxxxx Industries, Inc. Model Proscore L02N Scoring Machine,
S/N 1-L02N-006-J064; Computer Control; 30" Capacity
18 1- APS Model PWB-16 Plasma Machine, S/N 263, (2001); 16-Panel;
with IBM PC Control; Advanced Energy Model PEII10K Power
Supply; Equipped with Xxxxxx Vacuum Pump System (Used for
De-Smear Edge Back for Circuit Boards)
DOVEBID
12
APPRAISAL -M-WAVE, INC.
WEST CHICAGO, ILLINOIS
Item # Qty. Effective Date: October 9, 2003
------ ---- -------------------------------
19 1- Barnaby Model 802F Stack Master Circuit Board
Driller/Pinner, S/N 4766; 36" Capacity; 2 Vacuum Hoses;
Bench Top
20 1- Radoll Model 035 Bevelmate Beveller
Total Fabrication Department - 1st Floor:
LABORATORY DEPARTMENT
21 2- Xxxxxxx Model Ecomet 4-Variable Speed
Grinders/Polishers
Each Value: $1,750/$2,250
22 1- Lot Consisting of:
Xxxxxxxx Industries Fume Hood with Xxxxxx Scientific Model
610 Portable PH Meter
23 1- Varian Model Spectra 220 Atomic Absorption Spectrometer
24 1- Precision 1300-Watt Bench Laboratory Oven, S/N 602011485
25 1- Ram Optical Instrumentation Model OMIS III Optical
Inspection Machine, S/N 501024-98-607; 18" x 24" Capacity;
on Granite Surface Plate; PC Control with (2) Monitors
26 1- Lot Consisting of Miscellaneous Equipment Including Bench
Drill; Microscopes; (6) Workstations with Desks; Lights;
Illuminated Inspection Equipment; Laboratory Furniture and
Fixtures; etc.
DOVEBID
13
APPRAISAL -M-WAVE, INC.
WEST CHICAGO, ILLINOIS
Item # Qty. Effective Date: October 9, 2003
------ ---- -------------------------------
27 1- Xxxxx Whitney Model 29 Kick Press, S/N 2781-8-73
28 1- Kenco Industries Model 600 Omega Meter; with Microprocessor
Control
Total Laboratory Department:
ELECTRICAL TEST XXXX
00 0- XXX Xxxx Xxxx Board Testing Machine, S/N U01517, (2001);
Xxxxxxx Xxxx 00" x 27"; Can Test Single and Double Sided;
with PC Control
30 1- Microcraft Corp. Model ELH6146S Flying Probe Electrical Test
System, S/N A3966400, (2000); with Emma Moving Probe Tester;
PC Control
31 1- Microcraft Corp. Model EM5141 Flying Probe Electrical Test
System, S/N B4695400, (2001); with Emma Moving Probe Tester;
PC Control
32 1- Orbotech Model SK-75 AOI Automatic Optical Inspection
Tester, S/N SR1336, (2001); with PC Control; Orbo Tech Power
Conditioner; 24" x 24" Capacity
33 1- Lot Consisting of Miscellaneous Equipment Including:-
Personal Computers; Desks; Illuminated Visual Test Station;
File Cabinets; etc.
Total Electrical Test Room:
DOVEBID
14
APPRAISAL -M-WAVE, INC.
WEST CHICAGO, ILLINOIS
Item # Qty. Effective Date: October 9, 2003
------ ---- -------------------------------
Imaging Screening Department
34 1- Olec Model LT1 Digital Core Punch, S/N 17122, (2001); Table
Size 44" x 48"; with PC Control; 4-Station
35 1- Jeol Model XXX-000 Xxxxxxxx Xxxxxxxxxx, X/X XXX0 00000-000;
with Microscope; Control Panel; Tracor Northern PC Control
36 1- Grieve Model AB-500 Electric Oven, S/N 350094; 300 degrees F
Max. Temperature; Dimensions 42" x 42" X 36" High
37 1- Grieve Model AB-500 Electric Oven, S/N 350092; 300 degrees F
Max. Temperature; Dimensions 42" x 42" x 36" High
38 1- Colight Model DMVL-1630W/C Exposure Unit, S/N 7409-422,
(2001)
39 1- Xxxxxx ASI Model Ninety 25 Series Developer; with Control
Panel; 24" Capacity; Unit Equipped with Xxxxx Xxxxxxxx
Stacking System
40 1- Olite Model Olec Exposure System; 25" x 30" Capacity; Olix
AI21 Light Integrator; Olite Model 53 Power Supply
41 1- Colight Model UV36-CEI UV Curing Oven, S/N 7336-336, (1995);
Equipped with Heater; Blower Unit; Conveyor Type; 38" Width
Capacity
42 1- Grieve Model AB-500 Electric Oven, S/N 350493; 350(degree)F
Maximum Temperature; Dimensions 42" x 42" x 36" High
DOVEBID
15
APPRAISAL -M-WAVE, INC.
WEST CHICAGO, ILLINOIS
Item # Qty. Effective Date; October 9, 2003
------ ---- -------------------------------
43 1- Miscellaneous Equipment in Electrical Test Department Area
Consisting of: work Tables; Carts; Illuminated Work Tables;
Hydrobooth Screen Spray Sink; Screen Stacker; etc.
44 1- Minuteman Model 200X Floor Scrubber
45 1- Lot of Xxxxxx/ASI Line Consisting of: Xxxxx Model H0311
Dryer; Xxxxxx/ASI 2-Chamber Rinse with Airknife; Research
Inc. Reflow
46 1- Lantronic Model 207 Vertical Hot Air Solder Leveler Unit;
with Xxxxx Xxxxxxx Microprocessor Controls; Stainless
Steel Exterior
47 1- Lot Consisting of Wesero Preposit Model Micro AT2-18" Etch
Line; S/N 29418 (1994)
48 1- IPS Fluxer, S/N AG02002
Total Imaging Screening Department:
WET PROCESS DEPARTMENT
49 1- Lot Consisting of Trionetics Inc. Waste Water
Treatment/Water Filtration System, to Include:
Delkaliser Unit; Water Softener Unit; Brine Tank; Carbon
Column; Ion Exchange Unit with (2) Column Tanks; Final
Polishing Column; Belco Large Reverse Osmosis Water Storage
Tank; Belco Recycled Water Storage Tank; Sterilizer Unit;
Main Control Panel; Underground Are (7) Large Storage Tanks
(2001)
DOVEBID
16
APPRAISAL -M-WAVE, INC.
WEST CHICAGO, ILLINOIS
Item # Qty. Effective Date; October 9, 2003
------ ---- -------------------------------
50 2- 700-Gallon Plastic Storage Tanks Each Value: $250/$350
51 1- Lot Consisting of Trionetics 96" Wide Completely Automatic
Copper Plating Line, with (42) Stations; (26) Rectifiers;
Steel, Tanks (2) Overhead Computer Controlled Hoists;
Trionetics Control; Control Panel; PC with Monitor (2001)
52 1- Lot Consisting of Dalux CF Series, Interlayer DES Line, with
Alkaline Etch System; 30" Wide Conveyor; with Stations to
Develop; Rinse; Etch; Ammonia Rinse; Strip; Cool; Heat Unit
(2001)
53 1- Xxxxxx ASI Model Resist Stripper Line; with 24" Conveyor;
Water Rinse Clean Line with 24" Conveyor
54 1- ASI (Xxxxxx Group) Microetch Line; with Water Rinse Tanks;
24" Wide Conveyor
55 1- Xxxxx Industries, Inc. Model T0100 Crimson Microetch Line;
with (8) Tanks/Stations; with Water Rinse Stations;
Reactivator Station; Converter Station; Enhancer Station;
Stabilizer Station; with Dayton 1/2-Ton Overhead Hoist on
Rail
56 1- Custom Made by Poly Circuits Solder Strip and Tin Dip Line;
(7) Dip Stations; (3) Xxxxx Xxxxxxxx
00 0- Xxxxx Xxxxxxxxx America Ltd. Model CF Series Akaline Etch
System, (2001); 30" Wide Conveyor
DOVEBID
17
APPRAISAL -M-WAVE, INC.
WEST CHICAGO, ILLINOIS
Item # Qty. Effective Date; October 9, 2003
------ ---- -------------------------------
58 1- Dalux Equipment America Ltd. Model CF Series Micro Etch
Line; Consisting of: Micro Etch Spray Tanks; Water Rinse
Tanks; Cooling Tank; Heating Tank; 30" Wide Conveyor;
Control Panel (2001)
59 1- ASI Scrubber; Equipped with Top Brush; High Pressure Rinse;
24" Wide Conveyor; Water Suction; Heat Dryer and Blower
60 1- Eidschun Model E40 Nickel/Gold Plating Line, S/N 101454,
(2002); (21) Stations/Tanks; Rectifiers
61 1- Grieve Model AB-500 Electric Oven, S/N 350495; with 300
degrees F Max. Temperature
62 1- Xxxxx Products Corp. 5-Station Xxxxx Xxxx
00 0- 00-Xxxxxxx Xxxxxxxxx/ Rinse Line
64 1- Xxxxx Industries, Inc. Model H01B High Pressure Rinser/
Dryer; with 30" Wide Conveyor
65 1- Unifab 15-Station Tin Dip Line; with Tin and Water Rinse
Stations
66 1- Custom Made 4-Station Water Rinse Line; with Filters
67 1- Lot Consisting of Manual 40-Station Silver/Golf/Nickel/Zinc
Plating Line; Immersion Type; Equipped with (3) 1/2-Ton
Dayton Hoists
DOVEBID
18
APPRAISAL -M-WAVE, INC.
WEST CHICAGO, ILLINOIS
Item # Qty. Effective Date; October 9, 2003
------ ---- -------------------------------
68 1- PMC Model 54"X42"X60" CFTO Walk-in Bake Oven, S/N 4-305-E-3
Total Wet Process Department:
Multi-Layer Bonding Department
69 1- TMP 000-Xxx Xxxxxxxxx Xxxxxxx Board Laminating Press, S/N
20467, (1991); with 20" x 26" Platen Size; 13" Stroke; 4" x
3" Opening; Xxxxx Xxxxxxx Controls
70 1- TMP 000-Xxx Xxxxxxxxx Xxxxxxx Board Laminating Press, S/N
20605, (1992); with 20" x 26" Platen Size; 13" Stroke; 4" x
3-3/4" Opening; Xxxxx Xxxxxxx Controls
71 1- TMP Model HVP 000-Xxx Xxxxxxxxx Xxxxxxx Board Laminating
Press, S/N 21761, (1999); with 20" x 26" Platen Size; 13"
Stroke; 4" x 3-3/4" Opening; GE Fanuc Controls
72 1- Xxxxx Xxxxxxx Model PH52A Shear, S/N 37141-81; with
16-Gallon x 52" Capacity
73 1- Xxxxx Industries, Inc. Model L53AA Loader/Unloader Oven
Cart; Electrically Operated; on Rail; (8) Boards Capacity
74 1- Xxxxx Industries, Inc. Model L54AA Xx-Xxxxxx Machine, S/N
L54AA-001-N0906
Total Multi-Layer Bonding Department:
DOVEBID
19
APPRAISAL -M-WAVE, INC.
WEST CHICAGO, ILLINOIS
Item # Qty. Effective Date: October 9, 2003
------ ---- -------------------------------
XXXXXXXXX XXXX
00 1- Lot Consisting of Rolling Conveyor; Small Jib Cranes;
Punching Machine; Tadco PC 5000 Pin Cleaners; Edgemate
Multilayer Slitter; Desks; PC; Steel Rack; etc,
Total Breakdown Area:
SHIPPING RECEIVING AREA
Total Shipping Receiving Area:
UPSTAIRS INSPECTION AREA
DOVEBID
20
APPRAISAL -M-WAVE, INC.
WEST CHICAGO, ILLINOIS
Item # Qty. Effective Date: October 9, 2003
------ ---- -------------------------------
82 1- Microdek Model DEK249 Solder Screening Machine, S/N Not
Available
83 1- Ceco Model 630 Copper Clad Peel Tester
85 1- Lot Consisting of Upstairs Inspection Room, to Include: (10)
Inspection Work Stations; Small Bench Top Jet Drill Press;
Work Benches; PCB Storage Racks; Desks; Chairs; Shop Carts;
Personal Computers; Inspection Related Equipment;
Microscopes; Illuminated Surface Tables; Magnifying Light
Lamps; Fireproof Cabinets; Belt Sander; Arbor Presses; etc.
88 1- Xxxxx Industries, Inc. Rinser Machine; with 18" Conveyor;
Water; Dryer; Filter; High Pressure
DOVEBID
21
APPRAISAL -M-WAVE, INC.
WEST CHICAGO, ILLINOIS
Item # Qty. Effective Date: October 9, 2003
------ ---- -------------------------------
89 1- Xxxxx Industries, Inc. Model H1CB/Dryer Machine
93 1- TMP 250-Ton Multilayer Hydraulic Circuit Board Laminating
Press, S/N 21895, (2000); with (6) Openings; 32" x 32"
Platens; 24" Stroke; Xxxxx Xxxxxxx Controls
94 1- TMP 10-Ton Cooling Press, (2001); (6) Cooling Stations; 32"
x 32" Platens
95 1- TMP 250-Ton Multilayer Hydraulic Circuit Board Laminating
Press, S/N 21954, (2001); with (6) Openings of 32" x 32"
Platens; 24" Stroke; Xxxxx Xxxxxxx Controls
96 1- TMP 250-Ton Multilayer Hydraulic Circuit Board Laminating
Press, S/N 21954, (2001); with (6) Openings of 32" x 32"
Platens; 24" Stroke; Xxxxx Xxxxxxx Controls
97 1- TMP 10-Ton Cooling Press; (6) Cooling Stations; 32" x 32"
Platens
DOVEBID
22
APPRAISAL -M-WAVE, INC.
WEST CHICAGO, ILLINOIS
Item # Qty. Effective Date: October 9, 2003
------ ---- -------------------------------
98 1- TMP 250-Ton Multilayer Hydraulic Circuit Board Laminating
Press, S/N 21954, (2001); with (6) Openings of 32" x 32"
Platens; 24" Stroke; Xxxxx Xxxxxxx Controls
99 1- TMP 100-Ton Multilayer Hydraulic Circuit Board Laminating
Press, S/N 20772, (1994); with (6) Openings of 26" x 26"
Platens; 13" Stroke
100 1- TMP Multilayer Press Loader; with (6) Loading Stations; on
Wheels on Rails; TMP Pendant Control; with (6) Station
Loader on Wheels; (3) Loading Carts
102 1- Jet Bench Drilling/Milling Machine
103 1- Lot Consisting of Upstairs Office Workstation to Include:
File Cabinets; Desk; Chairs; Personal Computer; Printer;
Lateral File Cabinets; 2-Door Steel Cabinets
104 1- Lot Consisting of Cafeteria to Include: Microwave Ovens;
Refrigerator; Lockers; Vending Machines; TV; etc.
DOVEBID
23
APPRAISAL -M-WAVE, INC.
WEST CHICAGO, ILLINOIS
Item # Qty. Effective Date: October 9, 2003
------ ---- -------------------------------
111 1- Lot Consisting of CAD Room, to Include: (14) Partitioned
Work Stations; Desks; Chairs; PCs; File Cabinets; Credenzas;
Also Conference Table 3' Wide x 8' Long with (6) Chairs;
Canon AP6050 Copier; HP Laser Printer; etc.
Total Upstairs Inspection Area:
IMAGING DEPARTMENT
113 1- Colight Model DMVL-1630/WC Exposure Machine, S/N 7409-421,
(2001)
114 1- Colight Model DMVL-1630 Exposure Machine, S/N 7409-1080,
(1995)
DOVEBID
24
APPRAISAL -M-WAVE, INC.
WEST CHICAGO, ILLINOIS
Item # Qty. Effective Date: October 9, 2003
------ ---- -------------------------------
115 1- Xxxxxx Model CSL 1500C Cut Sheet Laminating Machine; with
Xxxxxx International Controls; Dynachem Model 800 Hot Roll
Pre-Heater
116 1- Dynachem Model 724 Vacuum Laminator/Vacuum Applicator; with
Dynachem Vacuum indicator Readout Control
117 1- Dupont Riston Model LC-2400 Manual Laminator
119 1- Mitutoyo Microscope; with 2-Axis Digital Readout; Equipped
with Merlin Keyboard and Control
120 1- Teaneck Model L1250 Fast Draw Vacuum System Exposure
Machine; with Xxxx Xxxxx X 0000 Xxxx
121 0- Xxxxxxxxx Xxxxxxx Exposing Machine
123 1- Lot Consisting of: First Eiesa Model RP208-NT Developer;
with Giunz & Xxxxxx Plotter with Roller Conveyor Joining
Both Machines
124 1- ASI 24" 4-Station Developer; Feed Thru by Roller Conveyor
125 1- Resco Products Co. Model Jet Scrubber RPHP Pumice Scrub
Machine, S/N 2RE010715664, (2001)
DOVEBID
25
APPRAISAL -M-WAVE, INC.
WEST CHICAGO, ILLINOIS
Item # Qty. Effective Date: October 9, 2003
------ ---- -------------------------------
126 1- CMI Model CMI-960 Plating Thickness Gauge, S/N 810996;
Plating Thickness Measurement System
127 1- CMI Model CMI-909 Plating Thickness Gauge, S/N 00937;
Plating Thickness Measurement System
Total Imaging Department:
COMPRESSOR XXXX
000 0- Xxxxxx Xxxxx XXX000 125 hp Air Compressor, (2002); with
Sigma PC Control
129 1- Kaeser Model KRD Series Dryer, (2002)
130 1- Sullair Model 16BS-75H 75 hp Skid Mounted Screw Type Air
Compressor, S/N 003-83208
131 1- Jet Edge Model 55-50B Water Jet Cutting Machine, S/N 12342,
(1999); with Accuchiller Thermocare Chilling Unit (Machine
Disassembled)
132 1- Xxxxxxx Model 30104E3 25 hp Vacuum Producer, S/N 312004;
with Xxxxxxx Bag Separator
133 1- Chill Process Pump Control Unit; with Control Panel; (4)
Motors and Pumps
134 1- Kaeser Model Sigma Profile CS90 90 hp Air Compressor;
45,279-Hours at Time of Inspection (Not In Service)
135 1- Craftsman Model LT1000 Riding Mower
DOVEBID
26
APPRAISAL -M-WAVE, INC.
WEST CHICAGO, ILLINOIS
Item # Qty. Effective Date: October 9, 2003
------ ---- -------------------------------
Total Compressor Room:
RECEPTION AREA
139 1- Lot Consisting of Miscellaneous Items Found Throughout the
Building, to Include:
Desks; Chairs; File Cabinets; 2-Door Steel Cabinets;
Punching Machine; Steel Racks on Wheels; etc.
Total Reception Area:
TOTAL APPRAISED VALUES -
M-WAVE, INC.
000 XXXXXXXXXX XXXXX
XXXX XXXXXXX, XXXXXXXX
DOVEBID
27
EQUIPMENT RETAINED BY M-WAVE
Lot # Qty Description
SHIPPING AND RECEIVING:
76 10 Pallet Racks
77 1 Misc
UPSTAIRS INSPECTION AREA:
78 1 TTI testing machine
79 1 Utron testing machine
80 1 TTI testing machine
81 1 TTI testing machine
84 1 ESM Coordinate measuring
86 70 Steel storage carts
87 1 Trace testing machine
91 1 Heat shrink machine
92 1 Heat shrink machine
101 1 Heat shrink machine
105 1 Misc office
106 1 Computer room
107 1 Lot work area
108 3 Executive office desks
109 1 Lot work area
110 1 Lot work area
112 1 Lot conference room
IMAGING:
118 1 Orbotech Power Conditioner
122 1 Orbotech LDI
DOCK:
136 1 Xxxxx fork lift
137 1 Xxxxx fork lift
RECEPTION AREA:
138 1 Lot of furniture
Total retained by M-Wave
Total Dove Appraisal
Less M-Wave retained equipment
RIDER TO
ASSET PURCHASE AND SALE AGREEMENT
This Rider to Asset Purchase and Sale Agreement ("Rider") is dated
January _____, 2004 by and between Polycircuits, Inc., an Illinois corporation
("Seller") and M-Wave, Inc., a Delaware corporation ("M-Wave") and AM-WAVE, LLC,
an Illinois limited liability company ("Purchaser").
This Rider is attached to and made a part of that certain Asset
Purchase and Sale Agreement (the "Contract") dated of even date herewith by and
between Seller, M-Wave and Purchaser. To the extent of any conflict between the
terms of the Contract and this Rider, the terms of this Rider shall control. All
terms herein that are capitalized but are not defined shall have the meaning in
respect thereof as set forth in the Contract.
R-1 The second sentence of Paragraph 4(e) of the Contract is
deleted. Seller and M-Wave represent and warrant that there
are no delinquent amounts due to the Illinois Department of
Revenue and Illinois Department of Employment Security by the
owner of the Equipment which is the subject of the Contract,
and Seller and M-Wave will indemnify and hold Purchaser
harmless from any claims therefor.
X-0 Xxxxxxxxx 4(f) of the Contract is hereby deleted. The
Equipment is being sold without representation or warranty,
except as otherwise expressly set forth in the Contract (as
amended hereby) or this Rider, and Seller shall have no
obligation to make any repairs in respect thereof. Without
limiting the foregoing, neither Seller nor M-Wave makes any
representation or warranty to Purchaser, express or implied,
as to (a) the suitability of the Equipment for Purchaser's
intended use or any particular purpose, or the merchantability
thereof, (b) the profitability of the operations or the income
to be derived therefrom, (c) the state of repair or lack of
repair, or quality of the Equipment, (d) any other matter with
respect to the condition of the Equipment, and (e) any tax
consequences, favorable or otherwise, resulting from
Purchaser's acquisition or operation of the Equipment; and all
such representations and warranties are hereby expressly
disclaimed by Seller and M-Wave, and Purchaser hereby releases
Seller and M-Wave from any and all responsibility and
liability in respect thereof. Any representations, warranties
or statements made by any agent or representative of Seller or
M-Wave, including without limitation any broker, may not be
relied upon by Purchaser and do not constitute a part of the
Contract or this Rider.
R-3 The provisions of Paragraphs 4(i), 5, 7, and 9(b) are hereby
deleted.
R-4 If there shall be any breach of any of the representations and
warranties set forth herein and/or in the Contract, as amended
hereby, or the closing documents, Purchaser shall be required
to act, if at all, on said breach by giving notice thereof to
Seller and/or M-Wave within one (1) year after the date hereof
and by filing action against Seller and/or M-Wave in court in
respect thereof within one (1) year after the date hereof.
Further, there shall be no liability of Seller and/or
M-Wave in respect of any breach of representation and
warranty set forth herein and/or in the Contract, as amended
hereby, and/or the closing documents in respect of claims
which together with all other claims in respect thereof,
exceed an aggregate of $100,000, and there shall be no
liability of Seller and/or M-Wave in respect of any breach of
representation and warranty set forth herein and/or in the
Contract, as amended hereby, and/or the closing documents in
respect of claims which together with all other claims in
respect thereof do not exceed in the aggregate $5,000.
Further, no representation or warranty of Seller and/or M-Wave
hereunder and/or in the Contract, as amended hereby, and/or
the closing documents shall be deemed to have been breached if
Purchaser closes the purchase and sale contemplated hereby
with knowledge by it or its agents of any such breach.
Polycircuits, Inc., an Illinois corporation
By:________________________________________
Its:_______________________________________
M-Wave, Inc., a Delaware corporation
By:________________________________________
Its:_______________________________________
AM-WAVE, LLC, an Illinois limited liability
company
By:________________________________________
Its:_______________________________________
2
SECOND RIDER TO
ASSET PURCHASE AND SALE AGREEMENT
This Second Rider to Asset Purchase and Sale Agreement ("Second Rider")
is dated January _____, 2004 by and between Polycircuits, Inc., an Illinois
corporation ("Seller") and M-Wave, Inc., a Delaware corporation ("M-Wave") and
AM-WAVE, LLC, an Illinois limited liability company ("Purchaser").
This Second Rider is attached to and made a part of that certain Asset
Purchase and Sale Agreement (the "Contract") dated of even date herewith by and
between Seller, M-Wave and Purchaser. To the extent of any conflict between the
terms of the Contract and this Rider, the terms of this Rider shall control. All
terms herein that are capitalized but are not defined shall have the meaning in
respect thereof as set forth in the Contract.
X-0 Xxxxxxxxx 3 of the Contract is deleted and the following
language is substituted in lieu thereof:
"3 (a). In consideration for and upon the
contribution of the assets pursuant to this
Agreement, and the satisfaction of the other
conditions precedent set forth herein, Purchaser
shall, in addition to the consideration described in
subparagraph (b) below, issue to the Seller a
membership interest in the Purchaser having the
rights and subject to the limitation as set forth in
the Operating Agreement of AM-Wave, L.L.C., which is
attached hereto as Exhibit B (the "Operating
Agreement").
(b). Purchaser and Seller have agreed that the fair
market value of the assets is $1,577,000.00 and that
the fair market value of the membership interests is
$777,000.00. As additional consideration for the
contribution of the Equipment, Purchaser shall pay an
amount equal to $800,000.00 to the Seller upon the
contribution of the assets pursuant to this
Agreement."
Poly Circuits, Inc., an Illinois corporation
By:________________________________________
Its:_______________________________________
M-Wave, Inc., a Delaware corporation
By:________________________________________
Its:_______________________________________
AM-WAVE, LLC, an Illinois limited liability
company
By:________________________________________
Its:_______________________________________
590205
2
