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, 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 Material Adverse Change. Since the Most Recent Fiscal Year End, except as set forth in SCHEDULE 5.6 or as provided in this Agreement, each of the Acquired Companies has operated in the business, financial condition, operations, results Ordinary Course of operations, or future prospects of SewcalBusiness. Without limiting the generality of the foregoing, since that date: the Most Recent Fiscal Year End, except as set forth in SCHEDULE 5.6 or as otherwise provided in this Agreement: (ia) Sewcal has the Acquired Companies have not sold, leased, transferred, transferred or assigned any of its their assets, tangible or intangible, with a fair market value in excess of $10,000 in respect of any individual asset and $50,000 in the aggregate in respect of all such individual assets, other than for a fair consideration in the Ordinary Course of Business and have not incurred any Liability other than in the Ordinary Course of Business; ; (iib) Sewcal has note the Acquired Companies have not entered into any agreementApplicable Contract, contractthe terms of which cause payments in excess of $10,000 in respect of any individual Applicable Contract and $50,000 in the aggregate in respect of all such individual Applicable Contracts, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business; Business or capital expenditures identified in the capital expenditures budget set forth on SCHEDULE 5.13.3; (iiic) Sewcal has the Acquired Companies have 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 with a fair market value in excess of $10,000 in respect of any individual account payable or other Liability and $50,000 in the aggregate in respect of all such individual accounts payable or other Liabilities, outside the Ordinary Course of Business or the collection of notes or accounts receivable outside the Ordinary Course of Business; ; (ixd) Sewcal has the Acquired Companies have maintained inventory (including work-in-process) at levels consistent with their past practices in the Ordinary Course of Business; (e) the Acquired Companies have not accelerated, delayed or postponed the acquisition, repair or replacement of machinery, equipment and other assets used in connection with the business of the Acquired Companies in the Ordinary Course of Business; (f) the Acquired Companies have not canceled, compromised, waived, 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; ; (xg) 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 the Acquired Companies have not experienced any material damage, destruction, destruction or loss (whether or not covered by insurance) to its property outside the ordinary course of business; Assets; (xvh) 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 Acquired Companies have not entered into any employment Contract (other than as may be implied by law) or collective bargaining agreements, written or oral, agreement or modified the terms of any existing such contract employment Contract or agreement; (xvii) Sewcal has not granted any increase in the base compensation of any of its directors, officers, and employees collective bargaining agreement outside the Ordinary Course of Business; ; (xviiii) 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 Acquired Companies have not made any other change in employment terms for any of its their respective directors, officersofficers or Management Employees or any class or group of other employees, and employees in each case outside the Ordinary Course of Business; ; (xxj) Sewcal has the Acquired Companies have not made, or agreed to make, any payment of cash or distribution of assets or property of any kind to Seller or any Affiliate of Seller (other than an Acquired Company); (k) the Acquired Companies have not made any change in the accounting principles and practices used by the Acquired Companies from those applied in the preparation of the Financial Statements; (l) the Acquired Companies have not prepared or pledged filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to make periods for which Buyer is liable or accelerating deductions to periods for which Seller is liable); and (m) the Acquired Companies have not paid, agreed to pay or incurred any charitable Liability for any payment for any contribution to any Applicable Plan other than in the Ordinary Course of Business or paid any bonus to any employees other capital contribution outside than in the Ordinary Course of Business or granted any increase in compensation to any employee other than in the Ordinary Course of Business or made any increase or enhancement of benefits in any of the Applicable Plans other than in 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, 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 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 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 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 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 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 §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 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 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 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 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 End, the Sellers have operated the Ringtail Business only in the attached exhibits, there Ordinary Course of Business and neither the Sellers nor the Ringtail Business has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcalsuffered a Material Adverse Effect. Without In addition to and without limiting the generality of the foregoing, since that date, except as set forth on Schedule 3.6: (ia) Sewcal none of the Sellers has not sold, leased, transferred, or assigned any material asset that would be included within the definition of its assets, tangible or intangibleAcquired Assets, other than for a fair consideration assets disposed of in the Ordinary Course of Business; (iib) Sewcal none of the Sellers 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 Material Contract relating to the Ringtail Business outside the Ordinary Course of Business; (iiic) Sewcal no Seller, and to each Seller’s Knowledge no other party thereto, has not accelerated, terminated, modifiedmade material modifications to, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 Material Contract relating to which Sewcal is a party.the Ringtail Business; (ivd) Sewcal none of the Sellers has not imposed any Security Interest upon any of its assets, tangible or intangiblethe Acquired Assets; (ve) Sewcal none of the Sellers has not made any capital expenditure (or series expenditures in excess of related capital expenditures) either involving more than $5,000.00 50,000 relating to the Ringtail Business outside the Ordinary Course of Business; (vif) Sewcal has not made any capital investment in, any loan to, or any acquisition none 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 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 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 material rights under or with respect to any Intellectual Property;Property outside the Ordinary Course of Business; Asset Purchase Agreement 18 (xig) Sewcal none of the Sellers 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 material damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessAcquired Assets; (xvh) 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 the Ringtail Employees outside the Ordinary Course of Business; (xvii) Sewcal none of the Sellers 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 material increase in the base compensation of any of its directors, officers, and employees the Ringtail Employees outside the Ordinary Course of Business; (xviiij) 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); (xix) Sewcal has not made any other material change in employment terms for any of its directors, officers, and employees the Ringtail Employees outside the Ordinary Course of Business;; and (xxk) Sewcal none of the Sellers 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 foregoing in the Ordinary Course of Business involving Sewcal and/or its Subsidiaries; andfuture.

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 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 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 CP Entity. Without limiting the generality of the foregoing, since that date: (i) Sewcal No CP Entity 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 No CP Entity 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 or outside the Ordinary Course of Business; (iii) No party (including any CP Entity) 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 CP Entity is a party.party or by which any of them is bound; (iv) Sewcal No CP Entity has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal No CP Entity 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 No CP Entity 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 No CP Entity 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 10,000 in the aggregate.; (viii) Sewcal No CP Entity has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal No CP Entity 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; (x) Sewcal No CP Entity 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 SubsidiariesCP Entity; (xii) Sewcal No CP Entity 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 No CP Entity 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 No CP Entity 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 No CP Entity 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 No CP Entity 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 No CP Entity 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 No CP Entity 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 No CP Entity 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 No CP Entity 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 Subsidiariesany CP Entity; and (xxii) No CP Entity 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 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 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 none of the Weston Parties, Weston Group Subsidiaries or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Subsidiaries 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 none of the Weston Parties, Weston Group Subsidiaries or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Subsidiaries has note 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 the Weston Parties, Weston Group Subsidiaries and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Subsidiaries) has not accelerated, terminated, modifiedmade material modifications to, or canceled cancelled 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 any of the Weston Parties, Weston Group Subsidiaries or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Subsidiaries is a party.party or by which any of them is bound; (iv) Sewcal none of the Weston Parties, Weston Group Subsidiaries or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Subsidiaries has not imposed any Security Interest Lien upon any of its assets, tangible or intangible; (v) Sewcal none of the Weston Parties, Weston Group Subsidiaries or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Subsidiaries 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 none of the Weston Parties, Weston Group Subsidiaries or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Subsidiaries 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 has not issued any notenone of the Weston Parties, bond, Weston Group Subsidiaries or other debt security or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Subsidiaries have created, incurred, assumed, or guaranteed any more than $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 none of the Weston Parties, Weston Group Subsidiaries or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Subsidiaries 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 the Weston Parties, Weston Group Subsidiaries or its ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Subsidiaries; (xiix) Sewcal none of the Weston Parties, Weston Group Subsidiaries or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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; (xiiixi) Sewcal except specifically approved by Emeritus, in a writing signed by an officer of Emeritus after the date of this Agreement, none of the Weston Parties, Weston Group Subsidiaries or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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; (xivxii) Sewcal none of the Weston Parties, Weston Group Subsidiaries or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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; (xvxiii) Sewcal none of the Weston Parties, Weston Group Subsidiaries or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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; (xvixiv) Sewcal none of the Weston Parties, Weston Group Subsidiaries or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Subsidiaries 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 entered into any collective bargaining relationship; (xviixv) Sewcal none of the Weston Parties, Weston Group Subsidiaries or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Subsidiaries 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 none of the Weston Parties, Weston Group Subsidiaries or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xixxvii) Sewcal none of the Weston Parties, Weston Group Subsidiaries or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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; (xxxviii) Sewcal none of the Weston Parties, Weston Group Subsidiaries or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Subsidiaries has not made implemented any employee layoffs requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or pledged to make any charitable similar state, local, or other capital contribution outside non-U.S. law, regulation, or ordinance (collectively the Ordinary Course of Business“WARN Act”); (xxixix) (removed) (xxii) There has not been none of the Weston Parties, Weston Group Subsidiaries or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Subsidiaries have changed their normal business practices or taken any other material occurrence, event, incident, action, failure to act, or transaction action outside the Ordinary Course of Business involving Sewcal and/or its Subsidiariesin order to generate Cash; (xx) none of the Weston Parties, Weston Group Subsidiaries or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Subsidiaries has made any loans or advances of money; and (xxi) none of the Weston Parties, Weston Group Subsidiaries or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 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 Except as indicated in §4.1(h) of the Disclosure Schedule, to the Sellers’ Knowledge, 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 businessMaterial Adverse Change. In addition, financial condition, operations, results of operations, or future prospects of Sewcal. Without and without limiting the generality of the foregoing, since that date, except as indicated in the Disclosure Schedule: (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) 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 1,000,000 to which Sewcal the Company is a party.; (iv) Sewcal the Company has not imposed any Security Interest upon any of its assets, tangible or intangible, outside the Ordinary Course of Business; (v) Sewcal the Company has not made any capital expenditure (or series of related capital expenditures) either involving singly or in the aggregate more than $5,000.00 1,000,000 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 all or substantially all of the assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving singly or in the aggregate more than $5,000.00 1,000,000 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 1,000,000 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 canceledintentionally and knowingly cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving singly or in the aggregate more than $2,500.00 100,000 or outside the Ordinary Course of Business; (x) Sewcal except in the Ordinary Course of Business, 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 except as to dividends paid to the Sellers up to September 30, 2007 which are reflected in the September 30 Statements, and except for the Permitted Distribution, 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 and, except as to payments made to ▇▇▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇▇▇ Agreement prior to September 30, 2007 (as reflected in the September 30 statements) and as of the date hereof (as referred to in Section 5.1(e)) (all of which are disclosed in §4.1(h) of the Disclosure Schedule), 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 property, ordinary course of businesswear and tear excepted; (xv) Sewcal other than Excluded Liabilities, an accurate and complete list of which is attached to §4.1(h) of the Disclosure Schedule, 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 BusinessBusiness except as identified in §4.1(h) of the Disclosure Schedule; (xvi) Sewcal the Company has not hired any new employees, entered into any employment contract or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreementagreement or terminated the employment of any employee, outside the Ordinary Course of Business except as identified in §4.1(h) of the Disclosure Schedule; (xvii) Sewcal the Company has not granted any increase in the base compensation of any of its directors, officers, and employees employees, outside the Ordinary Course of BusinessBusiness except as identified in §4.1(h) of the Disclosure Schedule; (xviii) Sewcal other than as disclosed in 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)) , outside the Ordinary Course of Business; (xix) Sewcal the Company has not made any other change in employment terms for any of its directors, officers, and employees 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 Businesscontribution; (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) as referred to in this Section, the Company has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except with respect ------------------------------------------------ to those areas of Subsidiary's business, management and operations that Buyer has agreed to operate prior to execution of this Agreement by the Most Recent Fiscal Year End and except as described herein and in the attached exhibitsParties, since June 30, 2000, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcalthe Seller relating to the Purchased Assets. Without limiting the generality of the foregoing, since that datedate through the Closing Date: (i) Sewcal the Seller has not sold, leased, transferredlicensed, transferred or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of BusinessPurchased Assets; (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 outside relating to the Ordinary Course of BusinessPurchased Assets; (iii) Sewcal no party 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 relating to the Purchased Assets 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 intangiblethe Purchased Assets; (v) Sewcal has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 outside except with respect to the Ordinary Course of Business; (vi) Sewcal has not made any capital investment inNote, 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 Seller has not issued any note, bond, bond or other debt security security, or created, incurred, assumed, 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; (viiivi) Sewcal the Seller has not delayed or postponed the payment performance of accounts payable and other Liabilities outside the Ordinary Course of Businessany Assumed Liability; (ixvii) 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 relating to the Ordinary Course of BusinessPurchased Assets; (xviii) Sewcal the Seller has not granted any license or sublicense of any rights under or with respect to all or any portion of any Intellectual PropertyProperty relating directly or indirectly to the Purchased Assets; (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 Subsidiariesthe Seller; (xiix) 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 businessPurchased Assets; (xvxi) 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 there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside involving the Ordinary Course of Business involving Sewcal and/or its SubsidiariesPurchased Assets; and (xii) the Seller 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.

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 Except as disclosed in Section 3(h) of the Disclosure Schedule, since the Most Recent Fiscal Year End and except as described herein and in with respect to the attached exhibitsDivision, the Acquired Assets, or the Assumed Liabilities, 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 dateany: (i) Sewcal has not sold, leased, transferredMaterial Adverse Effect; (ii) amendment to the organizational documents of CEGI; (iii) issuance or sale of any shares of capital stock of CEGI, or assigned of any securities convertible or exchangeable into such shares; (iv) redemption, split, combination, or reclassification of the capital stock of CEGI; (v) incurrence of any Indebtedness; (vi) material settlement agreement entered into by the Solo Parties with respect to infringement or alleged infringement by the Solo Parties of any Intellectual Property; (vii) abandonment or invalidation by any Solo Party of any material Intellectual Property used primarily in the Division; (viii) (A) increase in any manner in the rate of compensation or benefits of any Division Employees, except as may be required under the CBAs or any existing employment agreements (including any actions taken pursuant to any “effects bargaining” at any of its assetsthe facilities covered by a CBA) or such increases as are granted in the Ordinary Course of Business, tangible (B) payment or intangibleagreement to pay any pension, retirement allowance, or other employee benefit not required by any Employee Benefit Plan to any Division Employee, whether past or present, other than for a fair consideration in the Ordinary Course of Business, or (C) entering into, adoption, amendment, or termination of any employment, bonus, severance, or retirement contract or collective bargaining agreement or adoption of any employee benefit plan or collective bargaining agreement, other than in the Ordinary Course of Business; (iiA) Sewcal has note except for (x) sales of inventory in the Ordinary Course of Business and (y) leases entered into in the Ordinary Course of Business, any agreement, contractsale, lease, transfer, or license other disposition of any Division Real Property or assets of the Division or (B) creation of any Security Interest (other than a Permitted Security Interest) on any material property or assets of the Division; (x) termination or amendment of, or entry into, any Material Contract; (xi) acquisition of any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related agreementstransactions, contractsor enter into any contract, leasesletter of intent, or similar arrangement with respect to the foregoing; (xii) commitment to make any capital expenditure in excess of $500,000 individually or $1,000,000 in the aggregate or otherwise acquire any assets or properties (other than supplies or inventory in the Ordinary Course of Business) or entering into of any contract, letter of intent, or similar arrangement with respect to the foregoing; (xiii) write-off as uncollectible of any notes or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves; (xiv) payment, discharge, settlement, waiver, cancellation, or satisfaction of any material claims, liabilities or obligations (contingent or otherwise), other than payments, discharges, settlements, waivers, cancellations, or satisfactions in the Ordinary Course of Business to the extent reflected or reserved against in the Financial Statements for the fiscal year ended December 31, 2006 or the Most Recent Financial Statements; (xv) change in accounting methods of the Solo Parties relating to the business of the Division; (xvi) plan, announcement, or implementation of any reduction in force, lay-off, early retirement program, severance program, or other program or effort concerning the termination of employment of any Division Employees (other than in the Ordinary Course of Business) or entry into negotiations for the purpose of making any amendments to any collective bargaining agreement; (xvii) entry into any transaction with an Affiliate that is not disclosed on Section 3(u) of the Disclosure Schedule pursuant to Section 3(u); (xviii) loans, advances, or capital contributions to, or investments in, any other Person (including Division Employees) by the Solo Parties other than (A) loans, advances, or capital contributions by the Solo Parties to CEGI or (B) advances for travel and licenses) involving more than $10,000.00 outside other normal business expenses in the Ordinary Course of Business; (iiixix) Sewcal has not accelerated, terminated, modified, cancellation or canceled material reduction of any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more insurance coverage other than $10,000.00 with respect 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 Employee Benefit Plan in 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;; or (xx) Sewcal has not made or pledged agreement in writing to make take 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 actions.

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 Sewcalany of the Target. Without limiting the generality of the the' foregoing, since that date: (i) Sewcal none of 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 excluding purchase orders for raw materials, none of the Target has note entered into any agreement, contract, leaselease for personal property, 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 any of the Target 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 $10,000.00 250,000 to which Sewcal any of the Target is a party.party or by which any of them is bound; (iv) Sewcal none of the Target has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal none of the Target has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 50,000 in the aggregate or outside the Ordinary Course of BusinessBusiness (other than with regard to the Equipment and Novatec dryer to be installed in the Corunna, Michigan plant, with respect to which approximately $59,000 remains outstanding); (vi) Sewcal none of 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 outside the Ordinary Course of Business); (vii) Sewcal none of 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 $2,500.00 250,000 singly or $5,000.00 500,000 in the aggregate.; (viii) Sewcal none of the Target has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal none of the Target 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 none of 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 none of 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 none of 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 stockstock other than (A) distributions to cover the Seller's Subchapter S corporation income tax liabilities with respect to the Target's operations, and (B) as contemplated in Section 2(b) above; (xiv) Sewcal none of the Target has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course having a net book value in excess of business$250,000; (xv) Sewcal none of 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 none of 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 none of the Target has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of BusinessBusiness (other than increases consistent with past practice); (xviii) Sewcal none of 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 none of 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 none of 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 Subsidiariesany of the Target which would reasonably be expected to result in a Material Adverse Effect; and (xxii) none of the Target has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth in Section 6(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, operations or results of operations, or future prospects operations of Sewcalany of ▇▇▇▇▇▇▇▇ and the Group Subsidiaries. Without limiting the generality of the foregoing, and except as set forth in Section 6(h) of the Disclosure Schedule, since that datethe Most Recent Fiscal Year End: (i) Sewcal none of ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ and the Group 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 25,000, obligating ▇▇▇▇▇▇▇▇ or the Group Subsidiaries without the right to terminate without penalty within 60 days, or outside the Ordinary Course of Business; (iii) Sewcal no party (including any of ▇▇▇▇▇▇▇▇ 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 25,000 to which Sewcal any of ▇▇▇▇▇▇▇▇ and the Group Subsidiaries is a party.party or by which any of them is bound; (iv) Sewcal none of ▇▇▇▇▇▇▇▇ and the Group Subsidiaries has not imposed any Security Interest Lien upon any of its assets, tangible or intangible; (v) Sewcal none of ▇▇▇▇▇▇▇▇ and the Group 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 ▇▇▇▇▇▇▇▇ and the Group 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 ▇▇▇▇▇▇▇▇ and the Group 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 5,000 singly or $5,000.00 25,000 in the aggregate.; (viii) Sewcal none of ▇▇▇▇▇▇▇▇ and the Group Subsidiaries has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal none of ▇▇▇▇▇▇▇▇ and the Group 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 25,000 or outside the Ordinary Course of Business; (x) Sewcal none of ▇▇▇▇▇▇▇▇ and its Subsidiaries 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 ▇▇▇▇▇▇▇▇ and its Subsidiaries; (xii) Sewcal none of ▇▇▇▇▇▇▇▇ and the Group 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 ▇▇▇▇▇▇▇▇ and the Group 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 ▇▇▇▇▇▇▇▇ and its Subsidiaries 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 ▇▇▇▇▇▇▇▇ and the Group 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 ▇▇▇▇▇▇▇▇ and the Group 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 ▇▇▇▇▇▇▇▇ and the Group 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 ▇▇▇▇▇▇▇▇ and the Group 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 directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal none of ▇▇▇▇▇▇▇▇ and the Group 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 ▇▇▇▇▇▇▇▇ and the Group 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 ▇▇▇▇▇▇▇▇ and its Subsidiaries; and (xxii) none of ▇▇▇▇▇▇▇▇ and its Subsidiaries has agreed to do, enter into or suffer any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except for changes in laws or regulations of general applicability and changes in general economic conditions, 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 SewcalMaterial Adverse Effect. Without limiting the generality of the foregoingforegoing and except in the Ordinary Course of Business or as set forth in Section 4(h) of the Disclosure Schedule, since that date: (i) Sewcal OGAC has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for with a fair consideration market value in the Ordinary Course excess of Business$10,000; (ii) Sewcal OGAC has note not entered into into, amended or terminated 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 Business10,000; (iii) Sewcal no party (including OGAC) 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 OGAC is a party.party or by which it is bound; (iv) Sewcal OGAC has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal OGAC 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 OGAC 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 Business10,000; (vii) Sewcal OGAC 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 10,000 in the aggregate.; (viii) Sewcal OGAC has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of BusinessLiabilities; (ix) Sewcal OGAC 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 Business10,000; (x) Sewcal OGAC 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 SubsidiariesOGAC; (xii) Sewcal OGAC 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 OGAC 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) ), other than distributions for payment by the shareholders of Taxes with respect to OGAC and the Distribution, except in accordance with past business practices, or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal OGAC has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside which individually or in the ordinary course of businessaggregate would have a Material Adverse Effect; (xv) Sewcal OGAC has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside (other than the Ordinary Course payment of Businesscompensation for services rendered to OGAC or reimbursement of expenses in accordance with the policies of OGAC); (xvi) Sewcal OGAC 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 OGAC has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xviii) Sewcal OGAC 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 OGAC 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 OGAC has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businesscontribution; (xxi) (removed) (xxii) There to the Knowledge of the Sellers, 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 SubsidiariesOGAC; and (xxii) OGAC has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth on (S)3(h) of the Seller 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 Sewcalany of the Seller and its Subsidiaries. Without limiting the generality of the foregoing, since that date, except as set forth on (S)3(d) of the Seller Disclosure Schedule: (i) Sewcal none of the Seller 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 the Seller 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 $150,000 or 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 $10,000.00 150,000 to which Sewcal any of the Seller and its Subsidiaries is a party.party or by which any of them is bound; (iv) Sewcal none of the Seller and its Subsidiaries has not imposed any Security Interest upon any of its assets, tangible or intangibleintangible outside the Ordinary Course of Business; (v) Sewcal none of the Seller and its Subsidiaries 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 none of the Seller 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 50,000 or outside the Ordinary Course of Business; (vii) Sewcal none of the Seller 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 50,000 in the aggregate.; (viii) Sewcal none of the Seller 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 the Seller 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 50,000 or outside the Ordinary Course of Business; (x) Sewcal none of the Seller 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 the Seller and its Subsidiaries; (xii) Sewcal none of the Seller 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 Seller 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 Seller 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 the Seller 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 Seller 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 agreementagreement outside the Ordinary Course of Business; (xvii) Sewcal none of the Seller 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 Seller and 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 directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal none of the Seller 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 Seller 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 the Seller and its Subsidiaries; and (xxii) none of the Seller and its Subsidiaries has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since December 31, 2003, Seller has not, to 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 Knowledge of operations, or future prospects of Sewcal. Without limiting the generality of the foregoing, since that dateSeller: (i) Sewcal has not sold, leased, transferred, or assigned any of its Company’s 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 the Assets and Properties of Company, and either involving more than $500,000 or outside the Ordinary Course of Business; (iii) 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 $10,000.00 100,000 to which Sewcal Company is a party.; (iv) Sewcal has not imposed any Security Interest upon any of its assetsthe Company’s or any Subsidiary’s Assets and Properties, 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 (except for intercorporate indebtedness to be forgiven or released under Section 4.05 hereof) created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation relating to Company or its Assets and Properties, or any Subsidiary, either involving more than $2,500.00 singly 10,000 in any instance, or $5,000.00 50,000 in the aggregate.aggregate (except for allowing the issuance of construction bonds, if any, securing the performance by the Company of its obligations under certain contracts, with respect to which the Company has agreed to indemnify the issuer of the bonds, Travelers Casualty and Surety Company of America, for any losses thereunder pursuant to a General Contract of Indemnity dated January 18, 2002 and executed by the Company); (viiivi) Sewcal has not delayed or postponed the payment of accounts payable payable, Taxes or other Losses in connection with the Company or its Assets and other Liabilities properties, outside the Ordinary Course of Business; (ixvii) Sewcal has not canceledcancelled, compromised, waived, or released any right or claim (or series of related rights and claims) with respect to Company either involving more than $2,500.00 10,000 or outside the Ordinary Course of Business;; or (xviii) Sewcal has not granted any license or sublicense of any rights under or with respect committed 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; 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 Material Adverse Effect with respect to CKS, PassGo or any PassGo Affiliate. Since that date, except as set forth in the business, financial condition, operations, results of operations, or future prospects of Sewcal. Without limiting the generality Section 4.8 of the foregoingEquityholders' Disclosure Schedule, since that dateneither CKS, PassGo nor any PassGo Affiliate: (ia) 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; (iib) Sewcal has note entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses, other than non- exclusive licenses with software vendors) either involving more than $10,000.00 25,000 or outside the Ordinary Course of Business; (iiic) Sewcal has not had 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 it is a party.party or by which it is bound; (ivd) Sewcal has not imposed allowed any Security Interest to be imposed upon any of its assets, tangible or intangible; (ve) 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 Business25,000; (vif) 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); (viig) 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.obligation; (viiih) Sewcal has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ixi) 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; (xj) Sewcal has not granted any license or sublicense of any rights under or with respect to any Intellectual PropertyProperty (other than PassGo's standard non-exclusive end user licenses, copies of which have been provided to AXENT); (xik) Sewcal has not made changed or had a change authorized any change in its articles of incorporation or bylaws of any of Sewcal or its SubsidiariesCharter Documents; (xiil) Sewcal has not issued, sold, or otherwise disposed of any of its shares of capital stock, share capital, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its shares of capital stockstock or share capital; (xiiim) Sewcal has not proposed or declared, set aside, or paid any dividend or made any distribution (including but not limited to any dividend or distribution within the meaning of Section 209 of ICTA) with respect to its shares of capital stock or shares comprising its share capital (in all cases whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its shares of capital stockstock or share capital; (xivn) Sewcal has not written back or brought into reserve any surplus on any pension arrangements or failed to make less than full provision for pension obligations; (o) has experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xvp) Sewcal has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees or Equityholders outside the Ordinary Course of Business; (xviq) Sewcal has not entered into any employment contract, service agreement or collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract or agreement; (xviir) Sewcal has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviiis) Sewcal 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); (xixt) Sewcal has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of BusinessBusiness or in the terms of its agreements with any independent contractors; (xxu) Sewcal has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxiv) (removed) (xxii) There has not been had any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or Business; (w) has suffered a Material Adverse Effect; (x) has changed its Subsidiariesaccounting reference period; andand (y) 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 Sewcalany of Viral. Without limiting the generality of the foregoing, since that date: (i) Sewcal Viral 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 Viral has note not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $20,000 or outside the Ordinary Course of Business; (iii) no party (including Viral) 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 20,000 to which Sewcal Viral is a party.party or by which it is bound; (iv) Sewcal Viral has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal Viral has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 20,000 or outside the Ordinary Course of Business; (vi) Sewcal Viral 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 20,000 or outside the Ordinary Course of Business; (vii) Sewcal Viral 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 $2,500.00 200,000 singly or $5,000.00 200,000 in the aggregate.; (viii) Sewcal Viral has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal Viral 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 20,000 or outside the Ordinary Course of Business; (x) Sewcal Viral 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 SubsidiariesViral; (xii) Sewcal Viral 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 Viral 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 Viral 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 Viral 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 Viral 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 Viral 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 Viral 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 Viral 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 Viral 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 SubsidiariesViral; and (xxii) Viral 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, 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, lease or license (or series of related agreements, contracts, leases, leases and licenses) either involving more than $10,000.00 100,000 or outside the Ordinary Course of Business; (iii) Sewcal the Target 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 licenses) involving more than $10,000.00 100,000 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) expenditures either involving more than $5,000.00 100,000 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, loans and acquisitions) either involving more than $5,000.00 100,000 or outside the Ordinary Course of Business; (vii) Sewcal the Target 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 $2,500.00 100,000 singly or $5,000.00 100,000 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, 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 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 changes 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, 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 stock; (xiii) Sewcal the Target 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 of its capital stock; (xiv) Sewcal the Target has not experienced any material damage, destruction, 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, 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, officers and employees outside the Ordinary Course of Business; (xviii) Sewcal the Target 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, 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, 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 material adverse change in the business, financial condition, operations, or results of operations, or future prospects operations of Sewcalthe Seller. 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, 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 outside the Ordinary Course of Business; (iii) Sewcal No person 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 imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal The Seller has not made committed to make any capital expenditure (or series of related capital expenditures) either involving more than U.S. $5,000.00 100,000 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 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 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 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); (xix) Sewcal The Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual PropertyProperty except with respect to those certain agreements to ▇.▇. ▇▇▇▇▇▇▇▇ Oy and Havix, Inc. set forth in the Disclosure Statement; (xix) 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 businessproperty; (xvxi) 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; (xvixii) Sewcal The Seller has not entered into any collective bargaining agreements, written or oral, or modified the terms of any existing such contract or agreementchanged its accounting methods; (xviixiii) Sewcal The Seller has not granted any increase in the base compensation of any of its stockholders, directors, officers, and employees outside the Ordinary Course of Business; (xviiixiv) 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 stockholders, directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xixxv) 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 has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxiixvi) 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 Seller; (xvii) No significant customer of Seller has stated or otherwise indicated its Subsidiariesintention to cease doing business with Seller prior to Closing or with Buyer after Closing; and (xviii) 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 Effect. Without limiting the generality of the foregoing, foregoing (and except as disclosed in Schedule 4.9) since that datethe Most Recent Fiscal Year End: (ia) Sewcal Brookwood has not sold, leased, transferred, transferred or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (iib) Sewcal Brookwood has note not entered into any agreement, contract, lease, or license Contract (or series of related agreements, contracts, leases, and licensesContracts) either involving more than $10,000.00 50,000 or outside the Ordinary Course of Business; (iiic) Sewcal no party (including Brookwood) has not accelerated, terminated, modified, 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 50,000 to which Sewcal Brookwood is a party.party or by which it is bound, other than in connection with the completion or expiration of any such Contract in the Ordinary Course of Business; (ivd) Sewcal Brookwood has not imposed any Security Interest Liens upon any of its assets, tangible or intangible; (ve) Sewcal Brookwood 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 Brookwood has not made any capital investment in, any loan to, 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 Brookwood 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 $5,000.00 100,000 in the aggregate.; (viiih) Sewcal Brookwood has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ixi) Sewcal Brookwood 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 50,000 or outside the Ordinary Course of Business; (xj) Sewcal Brookwood has not transferred, assigned or granted any license or sublicense of any rights under or with respect to any Intellectual Property, except pursuant to any of the Contracts set forth on Schedule 4.15(a); (xik) Sewcal there 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 SubsidiariesBrookwood; (xiil) Sewcal Brookwood has not issued, sold, sold or otherwise disposed of any of its capital stock, 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 stock; (xiiim) Sewcal Brookwood 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 of its capital stock; (xivn) Sewcal Brookwood has not experienced any damage, destruction, destruction or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xvo) Sewcal Brookwood 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 Brookwood 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 Brookwood 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; (xviiir) Sewcal Brookwood has not adopted, amended, modified, or terminated any bonus, profit-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); (xixs) Sewcal Brookwood has not made any other change in employment terms for any of its directors, officers, and or employees outside the Ordinary Course of Business; (xxt) Sewcal Brookwood has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxiu) (removed)Brookwood has not discharged a material Liability or Lien outside the Ordinary Course of Business; (xxiiv) There Brookwood has not made any loans or advances of money, other than travel advances made in the Ordinary Course of Business; (w) Brookwood has not disclosed any material Confidential Information, except pursuant to non-disclosure agreements or in the Ordinary Course of Business; (x) there has not been any other material occurrence, event, incident, action, failure to act, act or transaction outside the Ordinary Course of Business involving Sewcal and/or its SubsidiariesBrookwood; and (y) Brookwood 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 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 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) either involving more than $10,000 or outside the Ordinary Course of Business; (iii) no party (including 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 10,000 to which Sewcal Target is a party.party or by which Target is bound; (iv) Sewcal Target has not imposed any Security Interest Liens upon any of its assets, tangible or intangible; (v) Sewcal Except as set forth on Section 4(h)(v) of the Disclosure Schedule, Target 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 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 10,000 or outside the Ordinary Course of Business; (vii) Sewcal Except as set forth on Section 4(h)(vii) of the Disclosure Schedule, 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 5,000 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 or outside the Ordinary Course of Business; (x) Sewcal Target 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 SubsidiariesTarget; (xii) Sewcal Except as set forth on Section 4(h)(xii) of the Disclosure Schedule, 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 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 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 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 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 compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) 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); (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; (xxii) Target has not discharged a material Liability or Lien outside the Ordinary Course of Business; (xxiii) Target has not made any loans or advances of money; (xxiv) Target has not disclosed any Confidential Information; and (xxv) 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 material adverse change in Material Adverse Effect involving any of the business, financial condition, operations, results of operations, or future prospects of SewcalTarget and its Subsidiaries. Without limiting the generality of the foregoing, since that date: (i) Sewcal none of the Target 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 the Target and its Subsidiaries has note entered into any agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, leases and licenses) either involving more than $10,000.00 outside 250,000 or other than in the Ordinary Course of Business; (iii) Sewcal no party (including any of the Target 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 licenses) involving more than $10,000.00 250,000 to which Sewcal any of the Target and its Subsidiaries is a party.party or by which any of them is bound; (iv) Sewcal none of the Target and its Subsidiaries 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 250,000 or other than in the Ordinary Course of Business; (viv) Sewcal none of the Target 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 loans or acquisitions) either involving more than $5,000.00 outside 50,000 or other than in the Ordinary Course of Business; (viivi) Sewcal none of the Target 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.; (viiivii) Sewcal none of the Target and its Subsidiaries has not delayed or postponed the payment of accounts payable and other Liabilities outside other than in the Ordinary Course of Business; (ixviii) Sewcal none of the Target 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; (xix) Sewcal none of the Target and its Subsidiaries has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xix) 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 the Target and its Subsidiaries; (xiixi) Sewcal none of the Target 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 other than as described in Section 3(k)(xi) of the Disclosure Schedule; (xiiixii) Sewcal none of the Target 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 or in kind) or redeemed, purchased, purchased or otherwise acquired any of its capital stock; (xivxiii) Sewcal none of the Target 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 businesswhich could have a Material Adverse Effect; (xvxiv) Sewcal none of the Target and its Subsidiaries has not made any loan to, or entered into any other transaction with, any of its directors, officers, and officers or employees outside other than in the Ordinary Course of Business; (xvixv) Sewcal none of the Target 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; (xviixvi) Sewcal none of the Target and its Subsidiaries has not granted any increase in the base compensation of any of its directors, officers, and officers or employees outside other than in the Ordinary Course of Business; (xviiixvii) Sewcal none of the Target 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); (xixxviii) Sewcal none of the Target and its Subsidiaries has not made any other change in employment terms for any of its directors, officers, and officers or employees outside other than in the Ordinary Course of Business; (xxxix) Sewcal none of the Target 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; (xxixx) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, act or transaction outside other than in the Ordinary Course of Business involving Sewcal and/or any of the Target and its SubsidiariesSubsidiaries that could have a Material Adverse Effect; and (xxi) none of the Target and 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 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 SewcalMAMO. Without limiting the generality of the foregoing, since that date: (i) Sewcal MAMO 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 MAMO 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; (iii) Sewcal no party (including MAMO) or any of its agents 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 MAMO is a party.party or by which it is bound; (iv) Sewcal MAMO has not imposed any Security Interest Encumbrance upon any of its assets, tangible or intangible; (v) Sewcal MAMO 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 Except as provided by Sections 4(f) and 6(j) of this Agreement, MAMO 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 MAMO 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 MAMO has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal MAMO has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 25,000 or outside the Ordinary Course of Business; (x) Sewcal MAMO 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 SubsidiariesMAMO; (xii) Sewcal MAMO has not issued, sold, or sold 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 stock; (xiii) Sewcal MAMO 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 of its capital stock; (xiv) Sewcal MAMO 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 MAMO has not made any loan to, or entered into any other transaction with, any of its the directors, officers, and employees outside of MAMO, its agents or the Ordinary Course of BusinessSeller; (xvi) Sewcal MAMO 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 MAMO has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xviii) Sewcal MAMO 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, or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal MAMO 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 MAMO has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businesscontribution; (xxi) (removed) (xxii) There has not been any other material occurrence, event, incident, action, failure to act, or transaction outside involving MAMO; (xxii) MAMO has not entered into any Agent Agreements and neither MAMO nor any other party has terminated or provided any notice with respect to termination of any Agent Agreement or made any material modification with respect to any Agent Agreement, except as such termination or modification relates solely to the Ordinary Course Mall/Retail Gift Certificate Business and except for Agent Agreements which are entered into subsequent to the date hereof in the ordinary course of Business involving Sewcal and/or its Subsidiariesbusiness and after consultation with Buyer; and (xxiii) MAMO has not committed to any of the foregoing. Notwithstanding the foregoing, Buyer agrees that, for purposes of this Agreement, the termination of any one or more Agent Agreements representing in the aggregate less than 40% of the annual transaction volume of MAMO's agents for the 12 months prior ended on April 30, 1997 would not be deemed a material adverse change in the business, financial condition, operations, results of operations or future prospects of MAMO.

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 Seller. Without limiting the generality of the foregoing, since that date: (i) Sewcal neither 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 neither Seller 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 20,000 or outside the Ordinary Course of Business; (iii) Sewcal no party (including either 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 20,000 to which Sewcal either Seller is a party.party or by which either of them is bound; (iv) Sewcal neither Seller has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal neither Seller has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 20,000 or outside the Ordinary Course of Business; (vi) Sewcal neither 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 20,000 or outside the Ordinary Course of Business; (vii) Sewcal neither 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.20,000; (viii) Sewcal neither Seller has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal neither Seller 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 20,000 or outside the Ordinary Course of Business; (x) Sewcal neither 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 Subsidiarieseither Seller; (xii) Sewcal neither 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; (xivxiii) Sewcal neither Seller 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 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 neither 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; (xviixvi) Sewcal neither 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 neither 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 employees (or taken any such action with respect to any other Employee Benefit Plan); (xixxviii) Sewcal neither 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 neither Seller has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xx) neither Seller has paid any amount to any third party with respect to any Liability or obligation (including any costs and expenses such 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; (xxi) (removed) (xxii) There to Sellers' 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 Subsidiarieseither Seller; and (xxii) neither Seller has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since December 31, 2014, (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 or, to the Seller's Knowledge, the future prospects of Sewcalany of the Companies. Without limiting the generality of the foregoing, except as otherwise set forth on the schedules to Sections 4(g)(i) through (xxii) below, since that date: (i) Sewcal none of the 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 Companies 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 no party (including any of the Companies) 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 any of the Companies is a party.party or by which any of them is bound; (iv) Sewcal none of the Companies has not imposed any Security Interest upon any of its assets, tangible or intangibleintangible outside the Ordinary Course of Business and Schedule 4(g)(iv) sets forth all Security Interest currently in effect as to each of the Companies; (v) Sewcal none of the Companies 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 none of the Companies 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 none of the 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 in outside the aggregate.Ordinary Course of Business; (viii) Sewcal none of the Companies has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal none of the 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 the Ordinary Course of Business; (x) Sewcal none of the Companies 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 or operating agreement, as the case may be, of any of Sewcal or its Subsidiariesthe Companies; (xii) Sewcal none of the Companies has not issued, sold, or otherwise disposed of any of its capital stockstock or membership interests, as the case may be, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stockstock or membership interests, as the case may be; (xiii) Sewcal none of the 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 capital stockstock or membership interests, as the case may be; (xiv) Sewcal none of the Companies 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 the Companies has not made any loan to, or entered into any other transaction with, any of its directors, officers, and stockholders, members, managers or employees (or any affiliate or family member of any of them) outside the Ordinary Course of Business; (xvi) Sewcal none of the Companies 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 the Companies has not granted any increase in the base compensation of any of its directors, officers, and stockholders, members, managers or employees outside the Ordinary Course of Business; (xviii) Sewcal none of the 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 stockholders, members, managers or employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal none of the Companies has not made any other change in employment terms for any of its directors, officers, and stockholders, members, managers or employees outside the Ordinary Course of Business; (xx) Sewcal none of the Companies 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 Subsidiariesany of the Companies; and (xxii) none of the Companies has committed to perform any of the acts described above in Sections 4(g)(i) through (xiii), or (xv) through (xx).

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:date (except as provided in Schedule 3.1(s)): (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 $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 is bound; (iv) Sewcal has not imposed any no Security Interest has been placed upon any of its the Company's 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 10,000 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 10,000 singly or $5,000.00 15,000 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) either involving more than $2,500.00 10,000 or outside the Ordinary Course of Business; (x) Sewcal the Company has not granted any exclusive 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 Subsidiaries;the Company; 18 (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 agreementagreement outside the Ordinary Course of Business; (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 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 Company; and (xix) 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 exhibitsMarch 31, 2008, 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 neither VBV nor either VBV Subsidiary has not sold, leased, transferred, transferred or assigned any of its assets, tangible or intangible, other than for a fair consideration in outside the Ordinary Course of Business; (ii) Sewcal neither VBV nor either VBV Subsidiary 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 Business; (iii) Sewcal no party (including VBV or either VBV Subsidiary) has not accelerated, terminated, modified, made modifications to or canceled any agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal VBV or either VBV Subsidiary is a party.party or by which any of them is bound, outside the Ordinary Course of Business; (iv) Sewcal neither VBV nor either VBV Subsidiary has not imposed any Security Interest Lien upon any of its assets, tangible or intangible, outside the Ordinary Course of Business; (v) Sewcal neither VBV nor either VBV Subsidiary has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 expenditures outside the Ordinary Course of Business; (vi) Sewcal neither VBV nor either VBV Subsidiary has not made any 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 has VBV and the VBV Subsidiaries have 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. (viii) Sewcal has not delayed or postponed the payment of accounts payable and other Liabilities obligations outside the Ordinary Course of Business; (ixviii) Sewcal neither VBV nor either VBV Subsidiary has not canceledtransferred, compromised, waived, assigned 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; (xiix) Sewcal there has not been no change made or authorized any change in its articles the certificate of incorporation formation or bylaws operating agreement of any of Sewcal VBV or its Subsidiarieseither VBV Subsidiary; (xiix) Sewcal neither VBV nor either VBV Subsidiary has not issued, sold, sold or otherwise disposed of any of its capital stocklimited liability company interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stocklimited liability company interests outside the Ordinary Course of Business; (xiiixi) Sewcal neither VBV nor either VBV Subsidiary has not declared, set aside, aside or paid any dividend or made any distribution with respect to its capital stock limited liability company interests (whether in cash or in kind) or redeemed, purchased, purchased or otherwise acquired any of its capital stocklimited liability company interests outside the Ordinary Course of Business; (xivxii) Sewcal neither VBV nor either VBV Subsidiary has not experienced any damage, destruction, destruction or loss (whether or not covered by insurance) to its property outside the ordinary course Ordinary Course of businessBusiness; (xvxiii) Sewcal neither VBV nor either VBV Subsidiary (a) 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, (b) has outstanding or arranged to have outstanding any “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX or (c) has entered into any transactions or relationships with any present or former manager or officer thereof, or any member of such manager’s or officer’s family or any Person controlled by such officer or manager or his or her family, or that would be required to be disclosed pursuant to Item 404 of SEC Regulation S-K ; (xiv) neither VBV nor either VBV Subsidiary has entered into or terminated any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement outside the Ordinary Course of Business; (xv) neither VBV nor either VBV Subsidiary has granted any increase in the base compensation of any of its managers, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal neither VBV nor either VBV Subsidiary 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, modified or terminated any bonus, profit-profit sharing, incentive, 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 Plan)) outside the Ordinary Course of Business; (xixxvii) Sewcal neither VBV nor either VBV Subsidiary has not made any other change in employment terms for any of its directorsmanagers, officers, and employees outside the Ordinary Course of Business; (xxxviii) Sewcal neither VBV nor either VBV Subsidiary has not made any loans or pledged to make any charitable or other capital contribution advances of money outside the Ordinary Course of Business;; and (xxixix) (removed) (xxii) There neither VBV nor either VBV Subsidiary 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 exhibitsMarch 31, 2008, 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 neither VBV nor either VBV Subsidiary has not sold, leased, transferred, transferred or assigned any of its assets, tangible or intangible, other than for a fair consideration in outside the Ordinary Course of Business; (ii) Sewcal neither VBV nor either VBV Subsidiary 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 Business; (iii) Sewcal no party (including VBV or either VBV Subsidiary) has not accelerated, terminated, modified, made modifications to or canceled any agreement, contract, lease, lease or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal VBV or either VBV Subsidiary is a party.party or by which any of them is bound, outside the Ordinary Course of Business; (iv) Sewcal neither VBV nor either VBV Subsidiary has not imposed any Security Interest Lien upon any of its assets, tangible or intangible, outside the Ordinary Course of Business; (v) Sewcal neither VBV nor either VBV Subsidiary has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 expenditures outside the Ordinary Course of Business; (vi) Sewcal neither VBV nor either VBV Subsidiary has not made any 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 has VBV and the VBV Subsidiaries have 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. (viii) Sewcal has not delayed or postponed the payment of accounts payable and other Liabilities obligations outside the Ordinary Course of Business; (ixviii) Sewcal neither VBV nor either VBV Subsidiary has not canceledtransferred, compromised, waived, assigned 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; (xiix) Sewcal there has not been no change made or authorized any change in its articles the certificate of incorporation formation or bylaws operating agreement of any of Sewcal VBV or its Subsidiarieseither VBV Subsidiary; (xiix) Sewcal neither VBV nor either VBV Subsidiary has not issued, sold, sold or otherwise disposed of any of its capital stocklimited liability company interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stocklimited liability company interests outside the Ordinary Course of Business; (xiiixi) Sewcal neither VBV nor either VBV Subsidiary has not declared, set aside, aside or paid any dividend or made any distribution with respect to its capital stock limited liability company interests (whether in cash or in kind) or redeemed, purchased, purchased or otherwise acquired any of its capital stocklimited liability company interests outside the Ordinary Course of Business; (xivxii) Sewcal neither VBV nor either VBV Subsidiary has not experienced any damage, destruction, destruction or loss (whether or not covered by insurance) to its property outside the ordinary course Ordinary Course of businessBusiness; (xvxiii) Sewcal neither VBV nor either VBV Subsidiary (a) 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, (b) has outstanding or arranged to have outstanding any “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX or (c) has entered into any transactions or relationships with any present or former manager or officer thereof, or any member of such manager’s or officer’s family or any Person controlled by such officer or manager or his or her family, or that would be required to be disclosed pursuant to Item 404 of SEC Regulation S-K; (xiv) neither VBV nor either VBV Subsidiary has entered into or terminated any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement outside the Ordinary Course of Business; (xv) neither VBV nor either VBV Subsidiary has granted any increase in the base compensation of any of its managers, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal neither VBV nor either VBV Subsidiary 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, modified or terminated any bonus, profit-profit sharing, incentive, 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 Plan)) outside the Ordinary Course of Business; (xixxvii) Sewcal neither VBV nor either VBV Subsidiary has not made any other change in employment terms for any of its directorsmanagers, officers, and employees outside the Ordinary Course of Business; (xxxviii) Sewcal neither VBV nor either VBV Subsidiary has not made any loans or pledged to make any charitable or other capital contribution advances of money outside the Ordinary Course of Business;; and (xxixix) (removed) (xxii) There neither VBV nor either VBV Subsidiary 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 Sewcalany of RHS. Without limiting the generality of the foregoing, since that date: (i) Sewcal RHS 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 RHS 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 RHS) 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 RHS is a party.party or by which it is bound; (iv) Sewcal RHS has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal RHS 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 RHS 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 RHS 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 RHS has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal RHS 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 RHS 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 SubsidiariesRHS; (xii) Sewcal RHS 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 RHS 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 RHS 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 RHS 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 RHS 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 RHS 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 RHS 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 RHS 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 RHS 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 SubsidiariesRHS; and (xxii) RHS has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth on §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 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 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 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 or outside the Ordinary Course of Business; (iii) Sewcal No party (including 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 Company is a party.party or by which it is bound; (iv) Sewcal Company has not imposed any Security Interest Liens upon any of its assets, tangible or intangible; (v) Sewcal 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 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); (vii) Sewcal 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; (viii) Sewcal Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal 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); (x) Sewcal Company 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 SubsidiariesCompany; (xii) Sewcal 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 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 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 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 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; (xvii) Sewcal 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 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 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 Company has not implemented any employee layoffs 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 (collectively the “WARN Act”); (xxi) Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businesscontribution; (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 SubsidiariesCompany; (xxiii) Company has not discharged a material Liability or Lien outside the Ordinary Course of Business; (xxiv) Company has not made any loans or advances of money; (xxv) Company has not disclosed any Confidential Information subsequent to the execution of the Letter of Intent; and (xxvi) Company has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth in Section 3.7 of the Company Disclosure Letter, 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 that have had or would have a Company Material Adverse Effect. Without limiting the generality of the foregoing, since that date: (ia) Sewcal the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible; (b) the Company has not entered into any agreement, other contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than for a fair consideration in $25,000 or outside the Ordinary Course of Business; (iic) 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 25,000 to which the Ordinary Course of BusinessCompany is a party or by which it is bound; (iiid) Sewcal the Company has not accelerated, terminated, modified, created or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 permitted to which Sewcal is a party. (iv) Sewcal has not imposed arise 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 25,000 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 25,000 or outside the Ordinary Course of Business; (viig) Sewcal the Company has not incurred any indebtedness, issued or sold any notedebt securities, bondprepaid any debt, guaranteed or endorsed, or other debt security or createdotherwise as an accommodation became responsible for, incurred, assumedthe obligations of any Person, or guaranteed made any indebtedness for borrowed money loans or capitalized lease obligation either involving more than advances in an aggregate amount that exceeds $2,500.00 singly or $5,000.00 in the aggregate.25,000; (viiih) Sewcal the Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ixi) 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; (xj) Sewcal the Company has not changed in any material respect its accounting practices, policies or principles, including as required by GAAP; (k) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xil) Sewcal there 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 Company; (xiim) Sewcal the Company has not settled any material audit, made or changed any material Tax election or filed any amended Tax Return; (n) instituted, settled or agreed to settle any litigation, action or proceeding before any court or government body; (o) 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 other than option grants and the issuance of shares of capital stock upon the exercise of stock options in the Ordinary Course of Business; (p) the Company has not split, combined or reclassified its outstanding shares of capital stock; (xiiiq) 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; (xivr) 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; (xvs) 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 BusinessBusiness or involving more than $20,000; (xvit) 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; (xviiu) 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; (xviiiv) Sewcal the Company has not adoptedentered into, amendedadopted or amended any employment, modifiedconsulting, retention, change-in-control, collective bargaining, bonus or terminated any bonusother incentive compensation, profit-sharing, incentivehealth or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other employment, compensation or benefit plan, contractpolicy, agreement, trust, fund or commitment arrangement for the benefit of any of its directorsofficer, officers, and employees director or employee (whether or taken any such action with respect to any other Employee Benefit Plannot legally binding); (xixw) 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; (xxx) Sewcal the Company has not adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than as contemplated by this Agreement); (y) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businesscontribution; (xxiz) (removed) (xxii) There there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside involving the Ordinary Course of Business involving Sewcal and/or its SubsidiariesCompany that has had or would have a Company Material Adverse Effect; and (aa) 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, operations or results of operations, or future prospects operations of SewcalProtocol. Without limiting the generality of the foregoing, since that date: (i) Sewcal Protocol 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 Protocol 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; (iii) Protocol has not 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 Protocol is a party.party or by which it is bound; (iv) Sewcal Protocol has not imposed any Security Interest upon any of its assets, tangible or intangibleintangible other than the bank facility readjustments, details of which have been provided to the Buyer or outside the Ordinary Course of Business; (v) Sewcal Protocol has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 20,000 or outside the Ordinary Course of Business; (vi) Sewcal Protocol 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 Protocol 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 outside the aggregate.Ordinary Course of Business; (viii) Sewcal Protocol has not delayed or postponed the payment of accounts payable and other Liabilities liabilities outside the Ordinary Course of Business; (ix) Sewcal Protocol 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; (x) Sewcal Protocol 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 SubsidiariesProtocol; (xii) Sewcal Protocol 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 Protocol 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, except in connection with the transactions contemplated hereunder and as disclosed to the Buyers; (xiv) Sewcal Protocol 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 Protocol 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 Protocol 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 Protocol 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 Protocol 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)) outside the Ordinary Course of Business; (xix) Sewcal Protocol 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 Protocol has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;; and (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 Subsidiaries; andProtocol which would have a material adverse consequence on any of the above.

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 K▇▇▇▇▇▇ and R▇▇▇, 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 “K▇▇▇▇▇▇/R▇▇▇ 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 SewcalMaterial Adverse Change. Without limiting the generality of the foregoing, and except as set forth in Schedule 3(h), since that date: (i) Sewcal neither FPD nor FP France 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 FPD nor FP France 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 individually or more than $250,000 in the aggregate or otherwise outside the Ordinary Course of Business; (iii) Sewcal no party (including FPD and FP France) 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 FPD or FP France is a party.party or by which any of them is bound; (iv) Sewcal neither FPD nor FP France has not imposed or permitted to exist any Security Interest Lien upon any of its assets, tangible or intangibleintangible other than in respect of Liabilities reflected on the Most Recent Financial Statements; (v) Sewcal neither FPD nor FP France has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 50,000 individually or more than $250,000 in the aggregate or otherwise outside the Ordinary Course of Business; (vi) Sewcal neither FPD nor FP France has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person other than Intercompany Transactions (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 FPD nor FP France 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 neither FPD nor FP France has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal neither FPD nor FP France 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 neither FPD nor FP France has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual PropertyProperty except pursuant to a valid and enforceable contract entered into in 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 FPD or its SubsidiariesFP France; (xii) Sewcal neither FPD nor FP France 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 neither FPD nor FP France 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 neither FPD nor FP France has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course in excess of business$50,000; (xv) Sewcal neither FPD nor FP France 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 neither FPD nor FP France has not entered into any employment contract or collective bargaining agreementsagreement or in-house agreement, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal neither FPD nor FP France 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 neither FPD nor FP France 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 neither FPD nor FP France 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 neither FPD nor FP France has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) neither FPD nor FP France has paid any amount to any third party with respect to any Liability or obligation (removed)including any costs and expenses FPD 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 SubsidiariesFPD or FP France; (xxiii) neither FPD nor FP France has discharged a material Liability or Lien outside the Ordinary Course of Business; (xxiv) neither FPD nor FP France has made any loans or advances of money; (xxv) neither FPD nor FP France has disclosed any Confidential Information, except pursuant to a valid and enforceable Non-Disclosure Agreement; and (xxvi) none of FPD and FP France has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End End, the Seller has operated its business and except as described herein and otherwise conducted its affairs only 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, operations or future prospects of Sewcalthe Seller. Without limiting the generality of the foregoing, since that date:date (except as set forth in ss.3(j) of the Disclosure Schedule): (i) Sewcal the Seller has not sold, leased, transferred, 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, leaselease or license (or series of related agreements, contracts, leases and licenses) either involving more than $5,000 (except for the purchase of Rental Equipment and other inventory in the Ordinary Course of Business and leases of Rental Equipment to Customers in the Ordinary Course of Business) or outside the Ordinary Course of Business; (iii) no party (including the Seller) has 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; (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 5,000 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, loans and acquisitions) either involving more than $5,000.00 5,000 or outside the Ordinary Course of Business; (vii) Sewcal the Seller 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 2,000 singly or $5,000.00 5,000 in the aggregate.; (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, waived or released any right or claim (or series of related rights and claims) either involving more than $2,500.00 2,000 or 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 Propertyintellectual 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, 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 stock; (xiii) Sewcal the 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) or redeemed, purchased, purchased or otherwise acquired any of its capital stock; (xiv) Sewcal the Seller has not experienced any damage, destruction, 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 stockholders or 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 officers or employees exceeding $5,000 per year or outside the Ordinary Course of Business; (xviii) Sewcal the 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, officers and employees (or taken any such action with respect to any other Employee Benefit Planemployee benefit plan); (xix) Sewcal the Seller has not made any other change in employment terms for any of its directors, officers, 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 in excess of Businessan aggregate of $1,000; (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 which 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, act or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiariesthe Seller; 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 SewcalMaterial Adverse Change. Without limiting the generality of the foregoing, since that date: (ia) 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; (iib) 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) outside the Ordinary Course of Business; (c) no party (including the Company or any of 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 250,000 to which the Ordinary Course Company or any of Businessits Subsidiaries is a party or by which any of them is bound; (iiid) Sewcal neither the Company nor any of its Subsidiaries has not accelerated, terminated, modified, imposed or canceled permitted to be created any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more Lien other than $10,000.00 to which Sewcal is a party. (iv) Sewcal has not imposed any Security Interest Permitted Encumbrances upon any of its material assets, tangible or intangible; (ve) 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 outside the Ordinary Course of Business; (vif) 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 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 outside the aggregate.Ordinary Course of Business; (viiig) 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; (ixh) Sewcal neither the Company nor any of its Subsidiaries 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; (xi) 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 PropertyProperty outside the Ordinary Course of Business ; (xij) Sewcal there has not been no change made or authorized any change in its articles the organizational documents of incorporation the Company or bylaws of any of Sewcal or its Subsidiaries; (xiik) Sewcal neither the Company nor any of its Subsidiaries has not issued, sold, or otherwise disposed of any of its capital stockmembership units, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stockmembership units; (xiiil) 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 neither the Company nor any of its capital stock; (xiv) Sewcal Subsidiaries has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of businessproperty; (xvm) Sewcal has not made any loan to, or entered into any other transaction with, neither the Company nor any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal Subsidiaries has not entered into or terminated any collective bargaining agreementsagreement, written or oral, or modified the terms of any existing such contract agreement, or agreementbecome bound by any collective bargaining relationship; (xviin) Sewcal neither the Company nor any of its Subsidiaries has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of BusinessBusiness ; (xviiio) 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 directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xixp) Sewcal neither the Company nor any of 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;; and (xxq) Sewcal neither the Company nor any of its Subsidiaries has not made or pledged to make changed any charitable material Tax election or other capital contribution outside Tax accounting method, amended any Tax Return, settled or compromised any material dispute or claim concerning any Tax Liability of the Ordinary Course Company or any of Business; (xxi) (removed) (xxii) There has not been any other material occurrence, event, incident, action, failure to actits Subsidiaries, or transaction outside waived any statute of limitations in respect of Taxes, or agreed to any extension of time with respect to a Tax assessment or deficiency, of the Ordinary Course Company or any 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 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 25,000 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 25,000 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 25,000 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 25,000 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 25,000 in the aggregate and 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 $25,000 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.