Common use of AGENT AND LENDER Clause in Contracts

AGENT AND LENDER. ABLECO FINANCE LLC, as Agent and a Lender (and as Agent for its affiliate assigns) By: /s/ Name: Title: OTHER LENDERS SHINSEI CAPITAL (USA), LTD. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President DB SPECIAL OPPORTUNITIES LLC By: Drawbridge Special Opportunities Advisors LLC Title: Its Authorized Signatory By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer HIGHBRIDGE/XXXXX SPECIAL OPPORTUNITIES FUND, LP By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Principal TRS METIS LLC By: /s/ Xxxxxxx X'Xxxxxx Name: Xxxxxxx X'Xxxxxx Title: Vice President BORROWERS: GERBER SCIENTIFIC, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President GERBER SCIENTIFIC INTERNATIONAL, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Secretary GUARANTORS: GERBER VENTURE CAPITAL CORPORATION By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: EVP & CFO XXXXXX XXXXXX OPTICAL INTERNATIONAL, INC. By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: EVP & CFO EXHIBIT A Form of amendment to Revolving Credit Agreement

AGENT AND LENDER. ABLECO FINANCE LLCKEYBANK NATIONAL ASSOCIATION, as Agent and a Lender, Xxxxxxx Xxxxxx, Swing Loan Lender (and as Agent for its affiliate assigns) By: /s/ Name: Title: OTHER LENDERS SHINSEI CAPITAL (USA), LTD. ByAgentBy: /s/ Xxxxxx Xxxxxxxxx Xxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President DB SPECIAL OPPORTUNITIES LLC By: Drawbridge Special Opportunities Advisors LLC Title: Its Authorized Signatory By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer HIGHBRIDGE/XXXXX SPECIAL OPPORTUNITIES FUND, LP By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Principal TRS METIS LLC By: /s/ Xxxxxxx X'Xxxxxx Name: Xxxxxxx X'Xxxxxx Title: Vice President BORROWERS: GERBER SCIENTIFIC, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President GERBER SCIENTIFIC INTERNATIONALACKNOWLEDGED AND AGREED BORROWER: XXXXXXX XXXX, X.X., a Virginia limited partnership By: XXXXXXX REAL ESTATE INVESTMENT TRUST, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Secretary GUARANTORS: GERBER VENTURE CAPITAL CORPORATION ., a Maryland corporation, its general partner By: /s/ Xxxxx X. Xxxxxxxxxx Xxxxx Name: Xxxxx X. Xxxxxxxxxx Xxxxx Title: EVP & CFO XXXXXX XXXXXX OPTICAL INTERNATIONALChief Executive Officer XXXXXXX REAL ESTATE INVESTMENT TRUST, INC. ., a Maryland corporation By: /s/ Xxxxx X. Xxxxxxxxxx Xxxxx Name: Xxxxx X. Xxxxxxxxxx Xxxxx Title: EVP & CFO EXHIBIT A Form of amendment to Revolving Credit AgreementChief Executive Officer SUBSIDIARY GUARANTORS: WHLR-DARIEN, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer WHLR-XXXXXX STREET, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer WHLR-GEORGETOWN, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer WHLR-XXXXXX CROSSING, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer WHLR-LAKE GREENWOOD CROSSING, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer WHLR-LAKE XXXXXX, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer WHLR-LITCHFIELD MARKET VILLAGE, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer WHLR-MONCKS CORNER, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer WHLR-XXXXXXX SOUTH PARK, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer WHLR-RIDGELAND, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer WHLR-SOUTH LAKE POINTE, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer WHLR-ST. XXXXXXXX, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer WHLR-LABURNUM SQUARE, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer WHLR-VILLAGE OF MARTINSVILLE, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer WHLR-NEW MARKET CROSSING, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer WHLR-SHOPPES AT XXXXXX XXXX, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner

AGENT AND LENDER. ABLECO FINANCE LLCKEYBANK NATIONAL ASSOCIATION, as Agent and a Lender, Xxxxxxx Xxxxxx, Swing Loan Lender (and as Agent for its affiliate assigns) By: /s/ Name: Title: OTHER LENDERS SHINSEI CAPITAL (USA), LTD. ByAgentBy: /s/ Xxxxxx Xxxxxxxxx Xxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President DB SPECIAL OPPORTUNITIES LLC By: Drawbridge Special Opportunities Advisors LLC Title: Its Authorized Signatory By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer HIGHBRIDGE/XXXXX SPECIAL OPPORTUNITIES FUND, LP By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Principal TRS METIS LLC By: /s/ Xxxxxxx X'Xxxxxx Name: Xxxxxxx X'Xxxxxx Title: Vice President BORROWERS: GERBER SCIENTIFIC, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President GERBER SCIENTIFIC INTERNATIONALACKNOWLEDGED AND AGREED: BORROWER: XXXXXXX XXXX, X.X., a Virginia limited partnership By: XXXXXXX REAL ESTATE INVESTMENT TRUST, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Secretary GUARANTORS: GERBER VENTURE CAPITAL CORPORATION ., a Maryland corporation, its general partner By: /s/ Xxxxx X. Xxxxxxxxxx Xxxxx Name: Xxxxx X. Xxxxxxxxxx Xxxxx Title: EVP & CFO XXXXXX XXXXXX OPTICAL INTERNATIONALPresident and CEO XXXXXXX REAL ESTATE INVESTMENT TRUST, INC. ., a Maryland corporation By: /s/ Xxxxx X. Xxxxxxxxxx Xxxxx Name: Xxxxx X. Xxxxxxxxxx Xxxxx Title: EVP & CFO EXHIBIT A Form of amendment to Revolving Credit AgreementPresident and CEO SUBSIDIARY GUARANTORS: WHLR-DARIEN, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and CEO WHLR-XXXXXX STREET, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and CEO WHLR-LAKE XXXXXX, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and CEO WHLR-LITCHFIELD MARKET VILLAGE, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and CEO WHLR-MONCKS CORNER, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and CEO WHLR-SHOPPES AT XXXXXX XXXX, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and CEO WHLR-SOUTH LAKE POINTE, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and CEO WHLR-ST. XXXXXXXX, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and CEO WHLR-LABURNUM SQUARE, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and CEO WHLR-VILLAGE OF MARTINSVILLE, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and CEO

AGENT AND LENDER. ABLECO FINANCE LLCKEYBANK NATIONAL ASSOCIATION, as Agent and a Lender, Xxxxxxx Xxxxxx, Swing Loan Lender (and as Agent for its affiliate assigns) By: /s/ Name: Title: OTHER LENDERS SHINSEI CAPITAL (USA), LTD. ByAgentBy: /s/ Xxxxxx Xxxxxxxxx Xxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President DB SPECIAL OPPORTUNITIES LLC By: Drawbridge Special Opportunities Advisors LLC Title: Its Authorized Signatory By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer HIGHBRIDGE/XXXXX SPECIAL OPPORTUNITIES FUND, LP By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Principal TRS METIS LLC By: /s/ Xxxxxxx X'Xxxxxx Name: Xxxxxxx X'Xxxxxx Title: Vice President BORROWERS: GERBER SCIENTIFIC, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President GERBER SCIENTIFIC INTERNATIONALACKNOWLEDGED AND AGREED BORROWER: XXXXXXX XXXX, X.X., a Virginia limited partnership By: XXXXXXX REAL ESTATE INVESTMENT TRUST, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Secretary GUARANTORS: GERBER VENTURE CAPITAL CORPORATION ., a Maryland corporation, its general partner By: /s/ Xxxxx X. Xxxxxxxxxx Xxxxx Name: Xxxxx X. Xxxxxxxxxx Xxxxx, Title: EVP & CFO XXXXXX XXXXXX OPTICAL INTERNATIONALChief Executive Officer XXXXXXX REAL ESTATE INVESTMENT TRUST, INC. ., a Maryland corporation By: /s/ Xxxxx X. Xxxxxxxxxx Xxxxx Name: Xxxxx X. Xxxxxxxxxx Xxxxx, Title: EVP & CFO EXHIBIT A Form of amendment to Revolving Credit AgreementChief Executive Officer SUBSIDIARY GUARANTORS: WHLR-DARIEN, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Title: Chief Executive Officer WHLR-XXXXXX STREET, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Title: Chief Executive Officer WHLR-GEORGETOWN, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Title: Chief Executive Officer WHLR-XXXXXX CROSSING, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Title: Chief Executive Officer WHLR-LAKE GREENWOOD CROSSING, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Title: Chief Executive Officer WHLR-LAKE XXXXXX, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Title: Chief Executive Officer WHLR-LITCHFIELD MARKET VILLAGE, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Title: Chief Executive Officer WHLR-MONCKS CORNER, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Title: Chief Executive Officer WHLR-XXXXXXX SOUTH PARK, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Title: Chief Executive Officer WHLR-RIDGELAND, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Title: Chief Executive Officer WHLR-SOUTH LAKE POINTE, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Title: Chief Executive Officer WHLR-ST. XXXXXXXX, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Title: Chief Executive Officer WHLR-LABURNUM SQUARE, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Title: Chief Executive Officer WHLR-VILLAGE OF MARTINSVILLE, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Title: Chief Executive Officer WHLR-NEW MARKET CROSSING, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, Title: Chief Executive Officer WHLR-SHOPPES AT XXXXXX XXXX, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx,

AGENT AND LENDER. ABLECO FINANCE LLCXXXXXXX XXXXX CAPITAL, a division of Xxxxxxx Xxxxx Business Financial Services Inc., as Agent and a Lender (and as Agent for its affiliate assigns) By: /s/ Xxxxx X. Xxxx Name: Title: OTHER LENDERS SHINSEI CAPITAL (USA), LTD. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxx X. Xxxx Title: Vice President DB SPECIAL OPPORTUNITIES LLC ByConsent and Third Amendment to Credit Agreement (COMSYS) LENDERS: Drawbridge Special Opportunities Advisors LLC Title: Its Authorized Signatory By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer HIGHBRIDGE/XXXXX SPECIAL OPPORTUNITIES FUNDGMAC COMMERCIAL FINANCE LLC, LP as Syndication Agent and as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Principal TRS METIS LLC Director ING CAPITAL LLC, as Documentation Agent and as a Lender By: /s/ Xxxxxxx X'Xxxxxx Xxxxx X. Xxxxx Name: Xxxxxxx X'Xxxxxx Xxxxx X. Xxxxx Title: Vice President BORROWERS: GERBER SCIENTIFICALLIED IRISH BANKS PLC, INC. as a Lender By: /s/ Xxxxxxx X. Xxxx Xxxxxxx Name: Xxxxxxx X. Xxxx Xxxxxxx Title: Senior Vice President GERBER SCIENTIFIC INTERNATIONALALLIED IRISH BANKS PLC, INC. as a Lender By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx Xxxx Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxx Title: Secretary GUARANTORSVP NORTH FORK BUSINESS CAPITAL CORPORATION, as a Lender By: GERBER VENTURE CAPITAL CORPORATION /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Vice President LOAN FUNDING VII LLC, as a Lender By: Highland Capital Management, L.P., as Collateral Manager By: /s/ Xxxxx X. Xxxxxxxxxx Xxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Xxxxxxxx Title: EVP & CFO XXXXXX XXXXXX OPTICAL INTERNATIONALTreasurer Highland Capital Management, INC. L.P. FRIEDBERGMILSTEIN PRIVATE CAPITAL FUND I, as a Lender By: /s/ Xxxx Xxxxx X. Xxxxxxxxxx Name: Xxxx Xxxxx X. Xxxxxxxxxx Title: EVP & CFO EXHIBIT A Form of amendment SENIOR PARTNER Consent and Third Amendment to Revolving Credit AgreementAgreement (COMSYS) LENDERS: AIB Debt Management Limited, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President Investment Advisor to AIB Debt Management, Limited AIB Debt Management Limited, as a Lender By: /s/ Xxxxxx X. Xxxx Name: XXXXXX X. XXXX

AGENT AND LENDER. ABLECO FINANCE JPP, LLC, a Delaware limited liability company, as Agent and a Lender (and as Agent for its affiliate assigns) By: /s/ Name: Title: OTHER LENDERS SHINSEI CAPITAL (USA), LTD. By: /s/ Xxxxxx Xxxxxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxxxx X. Xxxxxxx Title: Authorized Signatory LENDER: JPP II, LLC, a Delaware limited liability company, as Lender By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Authorized Signatory [Signatures continue on following page.] LENDER: CASCADE INVESTMENT, L.L.C., a Washington limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory [Signatures continue on following page.] GUARANTOR: SEARS HOLDINGS CORPORATION, a Delaware corporation By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer [Signatures continue on following page.] BORROWER: SEARS, XXXXXXX AND CO., a New York corporation By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer KMART CORPORATION, a Michigan corporation By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer KMART STORES OF ILLINOIS LLC, an Illinois limited liability company By: Kmart Corporation, a Michigan corporation, as Sole Member By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer KMART OF WASHINGTON LLC, a Washington limited liability company By: Kmart Corporation, a Michigan corporation, as Sole Member By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer SHC DESERT SPRNGS, LLC, a Delaware limited liability company By: Kmart Corporation, a Michigan corporation, as Sole Member By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer INNOVEL SOLUTIONS, INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President DB SPECIAL OPPORTUNITIES LLC By: Drawbridge Special Opportunities Advisors LLC Title: Its Authorized Signatory By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer HIGHBRIDGE/XXXXX SPECIAL OPPORTUNITIES FUNDSEARS HOLDINGS MANAGEMENT CORPORATION, LP a Delaware corporation By: /s/ Xxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxxx Title: Managing Principal TRS METIS LLC President MAXSERV, INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxxxxx X'Xxxxxx Name: Xxxxxx X. Xxxxxxx X'Xxxxxx Title: Vice President BORROWERSXXXX XXXXXXXX NO. 13, LLC, a Michigan limited liability company By: GERBER SCIENTIFICKmart Corporation, INC. a Michigan corporation, as Sole Member By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxxxx Title: Senior Vice President GERBER SCIENTIFIC INTERNATIONALChief Financial Officer BIG BEAVER OF FLORIDA DEVELOPMENT, INC. LLC, a Florida limited liability company By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxxxx Title: Secretary GUARANTORS: GERBER VENTURE CAPITAL CORPORATION Vice President SEARS DEVELOPMENT CO., a Delaware corporation By: /s/ Xxxxx Xxxxxx X. Xxxxxxxxxx Xxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxxxx Title: EVP & CFO XXXXXX XXXXXX OPTICAL INTERNATIONAL, INC. By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: EVP & CFO EXHIBIT A Form of amendment to Revolving Credit AgreementXxxxxxx

AGENT AND LENDER. ABLECO FINANCE LLCOPINION RESEARCH CORPORATION, a Delaware corporation XXXXXX FINANCIAL, INC., a Delaware corporation, as Agent and as a Lender (and as Agent for its affiliate assigns) By: /s/ Name: Title: OTHER LENDERS SHINSEI CAPITAL (USA), LTD. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President DB SPECIAL OPPORTUNITIES LLC By: Drawbridge Special Opportunities Advisors LLC Title: Its Authorized Signatory By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer HIGHBRIDGE/XXXXX SPECIAL OPPORTUNITIES FUND, LP By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Principal TRS METIS LLC By: /s/ Xxxxxxx X'Xxxxxx Name: Xxxxxxx X'Xxxxxx Title: Vice President BORROWERS: GERBER SCIENTIFIC, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President GERBER SCIENTIFIC INTERNATIONAL, INC. Xxx By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Secretary GUARANTORSand CFO Its: GERBER VENTURE CAPITAL CORPORATION Duly Authorized Signatory ORC, INC., a Delaware corporation By: /s/ Xxxxx X. Xxxxxxxxxx Xxxxx Name: Xxxxx X. Xxxxxxxxxx Xxxxx Title: EVP & CFO XXXXXX XXXXXX OPTICAL INTERNATIONALPresident SUBSIDIARIES: ORC TELESERVICE CORP., a Delaware corporation ORC PROTEL, INC. ., a Delaware corporation By: /s/ Xxxxx X. Xxxxxxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxxxxxxx Xxxxx Name: Xxxxx X. Xxxxx Title: EVP & CFO EXHIBIT A Form of amendment Secretary Title: Secretary MACRO INTERNATIONAL INC., a Delaware corporation SOCIAL AND HEALTH SERVICES, LTD., a Maryland corporation By: /s/ Xxxxxxx X. Xxx By: /s/ Xxxxx X. Xxxxx Name: Xxxxxxx X. Xxx Name: Xxxxx X. Xxxxx Title: Asst. Secretary Title: Secretary ORC TELECOMMUNICATIONS LTD., a Maryland corporation By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Secretary Waiver and Eleventh Amendment to Credit Agreement SCHEDULE 1 to Waiver and Eleventh Amendment to Credit Agreement REVISED REVOLVING LOAN COMMITMENTS Lender Revolving Loan Commitment Amount Percentage Xxxxxx Financial, Inc. $ 19,500,000 100.00 % TOTAL $ 19,500,000 100.00 % Waiver and Eleventh Amendment to Credit Agreement

AGENT AND LENDER. ABLECO FINANCE JPP, LLC, a Delaware limited liability company, as Agent and a Lender (and as Agent for its affiliate assigns) By: /s/ Name: Title: OTHER LENDERS SHINSEI CAPITAL (USA), LTD. By: /s/ Xxxxxx Xxxxxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxxxx X. Xxxxxxx Title: Authorized Signatory LENDER: JPP II, LLC, a Delaware limited liability company, as Lender By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Authorized Signatory [Signatures continue on following page.] Dove – First Amendment to Third A&R Loan Agreement LENDER: CASCADE INVESTMENT, L.L.C., a Washington limited liability company By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Business Manager [Signatures continue on following page.] Dove – First Amendment to Third A&R Loan Agreement BORROWER: SEARS, XXXXXXX AND CO., a New York corporation By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer KMART CORPORATION, a Michigan corporation By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer KMART STORES OF ILLINOIS LLC, an Illinois limited liability company By: Kmart Corporation, a Michigan corporation, as Sole Member By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer KMART OF WASHINGTON LLC, a Washington limited liability company By: Kmart Corporation, a Michigan corporation, as Sole Member By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer [Signatures continue on following page.] Dove – First Amendment to Third A&R Loan Agreement SHC DESERT SPRNGS, LLC, a Delaware limited liability company By: Kmart Corporation, a Michigan corporation, as Sole Member By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer INNOVEL SOLUTIONS, INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer SEARS HOLDINGS MANAGEMENT CORPORATION, a Delaware corporation By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: President MAXSERV, INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President DB SPECIAL OPPORTUNITIES LLC [Signatures continue on following page.] Dove – First Amendment to Third A&R Loan Agreement XXXX XXXXXXXX NO. 13, LLC, a Michigan limited liability company By: Drawbridge Special Opportunities Advisors LLC Title: Its Authorized Signatory By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer HIGHBRIDGE/XXXXX SPECIAL OPPORTUNITIES FUNDKmart Corporation, LP a Michigan corporation, as Sole Member By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Principal TRS METIS LLC By: /s/ Xxxxxxx X'Xxxxxx Name: Xxxxxxx X'Xxxxxx Title: Vice President BORROWERS: GERBER SCIENTIFIC, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxxxx Title: Senior Vice President GERBER SCIENTIFIC INTERNATIONALChief Financial Officer BIG BEAVER OF FLORIDA DEVELOPMENT, INC. LLC, a Florida limited liability company By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxxxx Title: Secretary GUARANTORS: GERBER VENTURE CAPITAL CORPORATION President SEARS DEVELOPMENT CO., a Delaware corporation By: /s/ Xxxxx Xxxxxx X. Xxxxxxxxxx Xxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxxxx Xxxxxxx Title: EVP & CFO XXXXXX XXXXXX OPTICAL INTERNATIONALPresident Dove – First Amendment to Third A&R Loan Agreement Solely with respect to Section 2(e) hereof: GUARANTOR: SEARS HOLDINGS CORPORATION, INC. a Delaware corporation By: /s/ Xxxxx Xxxxxx X. Xxxxxxxxxx Xxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxxxx Xxxxxxx Title: EVP & CFO EXHIBIT A Form of amendment to Revolving Credit AgreementChief Financial Officer [Signatures continue on following page.]

AGENT AND LENDER. ABLECO WELL FARGO COMMERCIAL DISTRIBUTION FINANCE LLC, as Agent and a Lender (and as Agent for its affiliate assigns) By: /s/ Name: Title: OTHER LENDERS SHINSEI CAPITAL (USA), LTD. LLC By: /s/ Xxxxxx Xxxxxxxxx Xxxx Print Name: Xxxxxx Xxxxxxxxx Xxxx Title: Vice President DB SPECIAL OPPORTUNITIES LLC ByRisk Director LENDERS: Drawbridge Special Opportunities Advisors LLC Title: Its Authorized Signatory By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer HIGHBRIDGE/XXXXX SPECIAL OPPORTUNITIES FUND, LP By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Principal TRS METIS LLC By: /s/ Xxxxxxx X'Xxxxxx Name: Xxxxxxx X'Xxxxxx Title: Vice President BORROWERS: GERBER SCIENTIFICBANK OF THE WEST, INC. By: /s/ Xxxxxxx X. Xxxxxxx Xxxx Xxxxxx Print Name: Xxxxxxx X. Xxxxxxx Xxxx Xxxxxx Title: Senior Vice President GERBER SCIENTIFIC INTERNATIONAL, INC. M&T BANK By: /s/ Xxxxxxx X. Xxxxxxx Xxxxx Print Name: Xxxxxxx X. Xxxxxxx Xxxxx Title: Secretary GUARANTORSVice President NOTE: GERBER VENTURE CAPITAL CORPORATION ByPORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. Exhibit A Existing Vendors Vendor Brand Restrictions Brunswick Corporation or affiliates thereof BAYLINER Brunswick Corporation or affiliates thereof BOSTON WHALER Contender Boats, Inc. CONTENDER Crest Marine, LLC CREST Xxxxx-Xxxxx Boats, Inc. XXXXX-XXXXX Brunswick Corporation or affiliates thereof XXXXXX FLOTEBOTE Brunswick Corporation or affiliates thereof LAGUNA Tracker Marine, L.L.C. MAKO and BASS TRACKER Malibu Boats, LLC MALIBU AND AXIS Brunswick Corporation or affiliates thereof MERCURY Brunswick Corporation or affiliates thereof MERIDIAN Brunswick Corporation or affiliates thereof Seminole Marine, Inc. PRINCECRAFT SAILFISH Scout Boats, Inc. SCOUT Brunswick Corporation or affiliates thereof SEA RAY Nautique Boat Company, Inc. SKI NAUTIQUE Zodiac of North America, Inc. Sea Xxxx boat Manufacturing Company, Inc. ZODIAC SEA XXXX Azimut Xxxxxxxx Group AZIMUT AND ATLANTIS PBH Marine Group, LLC SCARAB Fineline Industries, LLC SKI SUPREME Blazer Boats Inc. BLAZER BOATS Sea Pro Boats, LLC SEA PRO BOATS Trailer Vendors: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: EVP & CFO EZ Loader Boat Trailers, Inc. EZ Loader Custom Boat Trailers, Inc. EZ LOADER Knight Bros., Inc. HERITAGE Karavan Trailers, Inc. KARAVAN Magic Tilt Trailers Inc. MAGIC TILT Xxxxxxx Trailers, Inc. XXXXXXX Northeast Marine Industries, Inc. NORTHEAST Roadrunner Trailers of Texas, Inc. ROADRUNNER TRAILER Xxxxxxx Components, Inc. XXXXXX XXXXXX OPTICAL INTERNATIONALBoatMate Trailers, INC. By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: EVP & CFO EXHIBIT A Form of amendment to Revolving Credit AgreementLLC BOATMATE Heritage Trailers, LLC HERITAGE Load Rite Trailers, LLC LOADRITE Marine Master Trailers, LLC MARINE MASTER Phoenix Trailers, LLC PHOENIX Ram-Lin Custom Trailers, Inc. RAM-LIN

AGENT AND LENDER. ABLECO FINANCE LLCXXXXX FARGO COMMERCIAL DISTRIBUTION FINANCE, as Agent and a Lender (and as Agent for its affiliate assigns) By: /s/ Name: Title: OTHER LENDERS SHINSEI CAPITAL (USA), LTD. LLC By: /s/ Xxxxxx Xxxxxxxxx X. Xxxxxxx Print Name: Xxxxxx Xxxxxxxxx X. Xxxxxxx Title: Vice President DB SPECIAL OPPORTUNITIES LLC By: Drawbridge Special Opportunities Advisors LLC Title: Its Duly Authorized Signatory ByLENDERS: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer HIGHBRIDGE/XXXXX SPECIAL OPPORTUNITIES FUND, LP By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Principal TRS METIS LLC By: /s/ Xxxxxxx X'Xxxxxx Name: Xxxxxxx X'Xxxxxx Title: Vice President BORROWERS: GERBER SCIENTIFICBANK OF THE WEST, INC. By: /s/ Xxxxxxx X. Xxxxxxx Xxx XxXxxxxx Print Name: Xxxxxxx X. Xxxxxxx Xxx XxXxxxxx Title: Senior Vice President GERBER SCIENTIFIC INTERNATIONAL, INC. VP – Relationship Manager M&T BANK By: /s/ Xxxxxxx X. Xxxxxxx Xxxxx Print Name: Xxxxxxx X. Xxxxxxx Xxxxx Title: Secretary GUARANTORS: GERBER VENTURE CAPITAL CORPORATION VP BRANCH BANKING & TRUST COMPANY By: /s/ Xxxxx X. Xxxxxxxxxx Xxxxxx Print Name: Xxxxx X. Xxxxxxxxxx Xxxxxx Title: EVP VP Exhibit A Existing Approved Vendors Vendor Brand Azimut Benetti Group AZIMUT and ATLANTIS Pontoon Boat, LLC BENNINGTON Brunswick Corporation or affiliates thereof BOSTON WHALER Crest Marine, LLC CREST Xxxxx-Xxxxx Boats, Inc. XXXXX-XXXXX Brunswick Corporation or affiliates thereof XXXXXX FLOTEBOTE Tracker Marine, L.L.C. Brunswick Corporation or affiliates thereof MERCURY Seminole Marine, Inc. SAILFISH Rec Boat Holdings, LLC SCARAB Scout Boats, Inc. SCOUT Sea Xxxx Boat Manufacturing Company, Inc. SEA XXXX [****] [****] Brunswick Corporation or affiliates thereof SEA RAY Nautique Boat Company, Inc. SKI NAUTIQUE Sportsman Boats Manufacturing, Inc. SPORTSMAN Cobalt Boats, LLC COBALT MasterCraft Boat Company, LLC MASTERCRAFT Nautic Star, LLC NAUTICSTAR Tige Boat, Inc. TIGE Trailer Vendors EZ Loader Boat Trailers, Inc. EZ Loader Custom Boat Trailers, Inc. EZ LOADER Knight Bros., Inc. HERITAGE Karavan Trailers, Inc. KARAVAN Magic Tilt Trailers Inc. MAGIC TILT XxXxxxx Trailers, Inc. XXXXXXX Northeast Marine Industries, Inc. NORTHEAST Roadrunner Trailers of Texas, Inc. ROADRUNNER TRAILER Xxxxxxx Components, Inc. XXXXXX BoatMate Trailers, LLC BOATMATE Load Rite Trailers, LLC LOADRITE Marine Master Trailers, LLC MARINE MASTER Phoenix Trailers, LLC PHOENIX Ram-Lin Custom Trailers, Inc. RAM-LIN Venture Trailers VENTURE W.C. Manufacturing & CFO XXXXXX XXXXXX OPTICAL INTERNATIONAL, INC. By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: EVP & CFO EXHIBIT A Form of amendment to Revolving Credit AgreementSpecialty Co. WESCO CAROLINA TRAILERS Fourth Amended and Restated Inventory Financing Agreement KCP-8393129-10 Exhibit B Existing Liens

AGENT AND LENDER. ABLECO FINANCE LLCXXXXXXX XXXXX CAPITAL, a division of Xxxxxxx Xxxxx Business Financial Services Inc., as Agent and a Lender (and as Agent for its affiliate assigns) By: /s/ Xxxxx X. Xxxx Name: Title: OTHER LENDERS SHINSEI CAPITAL (USA), LTD. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Xxxxx X. Xxxx Title: Vice President DB SPECIAL OPPORTUNITIES LLC ByConsent and Fifth Amendment to Credit Agreement (COMSYS) LENDERS: Drawbridge Special Opportunities Advisors LLC Title: Its Authorized Signatory By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer HIGHBRIDGE/XXXXX SPECIAL OPPORTUNITIES FUNDGMAC COMMERCIAL FINANCE LLC, LP as Syndication Agent and as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Principal TRS METIS LLC Director ING CAPITAL LLC, as Documentation Agent and as a Lender By: /s/ Xxxx X. Xxxxxxx X'Xxxxxx Name: Xxxx X. Xxxxxxx X'Xxxxxx Title: Vice President BORROWERS: GERBER SCIENTIFICNORTH FORK BUSINESS CAPITAL CORPORATION, INC. as a Lender By: /s/ Xxxxxxx X. Xxx Xxxxxx Name: Xxx Xxxxxx Title: Vice President LOAN FUNDING VII LLC, as a Lender By: Highland Capital Management, L.P., as Collateral Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. FRIEDBERGMILSTEIN PRIVATE CAPITAL FUND I, as a Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Partner Consent and Fifth Amendment to Credit Agreement (COMSYS) ALLIED IRISH BANKS PLC, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxxxxx X. Xxxx Xxxxxxx Title: Senior Vice President GERBER SCIENTIFIC INTERNATIONAL, INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President AIB DEBT MANAGEMENT, LIMITED, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxxxxx X. Xxxx Xxxxxxx Title: Secretary GUARANTORS: GERBER VENTURE CAPITAL CORPORATION Senior Vice President, Investment Advisor to AIB Debt Management, Limited By: /s/ Xxxxx Xxxxxx X. Xxxxxxxxxx Xxxx Name: Xxxxx Xxxxxx X. Xxxxxxxxxx Xxxx Title: EVP & CFO XXXXXX XXXXXX OPTICAL INTERNATIONAL, INC. By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: EVP & CFO Vice President Consent and Fifth Amendment to Credit Agreement (COMSYS) EXHIBIT A Form of amendment Annex A Commitment Annex Lender Revolving Loan Commitment Amount Revolving Loan Commitment Percentage Term Loan Commitment Amount Term Loan Commitment Percentage Xxxxxxx Xxxxx Capital $ 33,495,000 31.90000000 % N/A N/A GMAC Commercial Finance LLC $ 18,270,000 17.40000000 % $ 2,600,000 17.33333333 % ING Capital LLC $ 21,750,000 20.71428571 % $ 3,200,000 21.33333333 % North Fork Business Capital Corporation $ 8,700,000 8.28571429 % $ 1,300,000 8.66666667 % Allied Irish Banks plc $ 22,785,000 21.70000000 % N/A N/A AIB Debt Management, Limited N/A N/A $ 3,300,000 22.00000000 % FriedbergMilstein Private Capital Fund I N/A N/A $ 2,500,000 16.66666667 % Loan Funding VII LLC N/A N/A $ 2,100,000 14.00000000 % TOTALS $ 105,000,000.00 100 % $ 15,000,000 100 % Consent and Fifth Amendment to Revolving Credit Agreement

AGENT AND LENDER. ABLECO FINANCE LLCKEYBANK NATIONAL ASSOCIATION, as Agent and a Lender, Xxxxxxx Xxxxxx, Swing Loan Lender (and as Agent for its affiliate assigns) By: /s/ Name: Title: OTHER LENDERS SHINSEI CAPITAL (USA), LTD. ByAgentBy: /s/ Xxxxxx Xxxxxxxxx Xxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President DB SPECIAL OPPORTUNITIES LLC By: Drawbridge Special Opportunities Advisors LLC Title: Its Authorized Signatory By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Operating Officer HIGHBRIDGE/XXXXX SPECIAL OPPORTUNITIES FUND, LP By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Principal TRS METIS LLC By: /s/ Xxxxxxx X'Xxxxxx Name: Xxxxxxx X'Xxxxxx Title: Vice President BORROWERS: GERBER SCIENTIFIC, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President GERBER SCIENTIFIC INTERNATIONALACKNOWLEDGED AND AGREED BORROWER: XXXXXXX XXXX, X.X., a Virginia limited partnership By: XXXXXXX REAL ESTATE INVESTMENT TRUST, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Secretary GUARANTORS: GERBER VENTURE CAPITAL CORPORATION ., a Maryland corporation, its general partner By: /s/ Xxxxx X. Xxxxxxxxxx Xxxxx Name: Xxxxx X. Xxxxxxxxxx Xxxxx Title: EVP & CFO XXXXXX XXXXXX OPTICAL INTERNATIONALPresident and CEO XXXXXXX REAL ESTATE INVESTMENT TRUST, INC. ., a Maryland corporation By: /s/ Xxxxx X. Xxxxxxxxxx Xxxxx Name: Xxxxx X. Xxxxxxxxxx Xxxxx Title: EVP & CFO EXHIBIT A Form of amendment to Revolving Credit AgreementPresident and CEO SUBSIDIARY GUARANTORS: WHLR-XXXXXX STREET, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and CEO WHLR-GEORGETOWN, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and CEO WHLR-LAKE XXXXXX, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and CEO WHLR-LITCHFIELD MARKET VILLAGE, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and CEO WHLR-SOUTH LAKE POINTE, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and CEO WHLR-LABURNUM SQUARE, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and CEO WHLR-VILLAGE OF MARTINSVILLE, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and CEO WHLR-NEW MARKET CROSSING, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and CEO WHLR-SHOPPES AT XXXXXX XXXX, LLC, a Delaware limited liability company By: Wheeler REIT, L.P., a Virginia limited partnership, its Sole Member By: Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President and CEO