Common use of Working Capital Clause in Contracts

Working Capital. (a) The parties hereto acknowledge and agree that during the term of this Agreement, the ECS Division shall at no time have Net Working Capital (as defined below) greater than Two Million Dollars ($2,000,000). For purposes of this Agreement, “Net Working Capital” means Inventory of the ECS Division; provided, however, if Current Liabilities of the ECS Division exceed $500,000 in the aggregate, then “Net Working Capital” shall mean (i) Inventory of the ECS Division minus (ii) Current Liabilities of the ECS Division. For purposes of this Agreement, “Current Liabilities” means the sum of (a) current accounts payable and (b) current accrued liabilities. Net Working Capital and all components thereof shall be determined with respect to the entire ECS Division (i.e. for all customers of the ECS Division consistent with Section 12), and in the manner set forth on Schedule 5. If at any time (regardless whether it is at the end of a calendar month) Net Working Capital for the ECS Division is greater than $2,000,000, EMS shall provide notice to Sensata along with an ECS Division Net Working Capital statement setting forth EMS’ good faith determination of Net Working Capital as of any particular date (in the manner set forth on Schedule 5) (each, a “Net Working Capital Statement”). The timing for responding to such statement and the procedures for resolving disputes as set forth in Section 4 with respect to the P&L Statement shall apply to the Net Working Capital Statement contemplated by this Section 5(a). Following final resolution of the Net Working Capital Statement (including all components thereof) and any disputes related thereto (in accordance with the timing and procedures set forth in Section 4), if the Net Working Capital (as finally determined) is greater than Two Million Dollars ($2,000,000), then Sensata shall pay to EMS an amount (the “Net Working Capital Surplus”) equal to the difference between the Net Working Capital (as finally determined) minus, $2,000,000. All payments by Sensata pursuant to this Section 5 shall be treated as the purchase price for raw materials inventory of EMS’ ECS Division with a carrying value equal to the amount of such payments. All raw materials inventory purchased by Sensata pursuant to this Section 5 shall only be used in ECS Products that will be supplied to Sensata. All payments by Sensata pursuant to this Section 5 shall be setoff and applied against any amount otherwise payable by Sensata for ECS Products constituting finished goods inventory which are purchased by Sensata from EMS’ ECS Division.

Working Capital. (a) The parties hereto acknowledge and agree that during the term of this Agreement, the ECS Division shall at no time have Net Working Capital (as defined below) greater than Two Million Dollars ($2,000,000). For purposes of this Agreement, “Net Working Capital” means Inventory of the ECS Division; provided, however, if Current Liabilities of the ECS Division exceed $500,000 in the aggregate, then “Net Working Capital” shall mean (i) Inventory of the ECS Division minus (ii) Current Liabilities of the ECS Division. For purposes of this Agreement, “Current Liabilities” means the sum of (a) current accounts payable and (b) current accrued liabilities. Net Working Capital and all components thereof shall be determined with respect to the entire ECS Division (i.e. for all customers of the ECS Division consistent with Section 12), and in the manner set forth on Schedule 5. If at any time (regardless whether it is at point through Gate 4 of the end Research Plan, for each of a calendar month) Net the three Antibodies, Zymeworks’ Unrestricted Working Capital for available to advance the ECS Division objectives of the Research Plans (the “Available Development Funds”) is greater less than $2,000,000, EMS shall provide notice to Sensata along with an ECS Division Net Working Capital statement setting forth EMS’ good faith determination of Net Working Capital the applicable minimum threshold amount as of any particular date (in the manner set forth on Schedule 5) below (each, a “Net Minimum Working Capital StatementAmount”). The timing for responding ) and Zymeworks fails to such statement and the procedures for resolving disputes as set forth in Section 4 with respect increase its Unrestricted Working Capital to the P&L Statement shall apply Minimum Working Capital Amount within one (1) month of Lilly’s notice of its desire to purchase Common Shares equal to the Net Working Capital Statement contemplated by this Section 5(a). Following final resolution Shortfall Investment Amount, Lilly will have the right to purchase an amount of Common Shares of Zymeworks at the Net Working Capital Statement Shortfall Investment Price (including all components thereof) and any disputes related thereto (in accordance with the timing and procedures set forth in Section 4as defined below), if the Net Working Capital (as finally determined) is greater than Two Million Dollars ($2,000,000), then Sensata shall pay to EMS an amount (the “Net Working Capital Surplus”) equal to the difference between (a) the Net applicable Minimum Working Capital Amount, and (b) the then-current Available Development Funds (any such investment, the “Shortfall Investment Amount,” and together with all other such Shortfall Investment Amounts, the “Additional Investment Amount”). The Additional Investment Amount and the Initial Development Funds are collectively referred to herein as finally determinedthe “Development Funds.” The “Shortfall Investment Price,” shall be a price per share of $5.50 CAD (subject to adjustment for share splits, combinations, recapitalizations and similar events); provided, that, if the Common Stock of Zymeworks is listed and posted for trading on a Qualifying Exchange, the Shortfall Investment Price shall be as follows: the price per share shall equal the greater of (i) minusthe average closing price per share over the […***…] days prior to the purchase date, $2,000,000each such daily closing prices calculated using a volume-weighted average price formula and (ii) the minimum price per share allowed by the Qualifying Exchange. All payments Until the earlier of (x) termination of all activities under the Research Programs and (y) the point each of three Antibodies advance through Gate 4 of the Research Plan, Zymeworks shall send to Lilly within […***…] days after the end of each quarterly reporting period, a report, certified by Sensata the Zymeworks Chief Financial Officer, summarizing by category the Zymeworks Unrestricted Working Capital, based on balances derived from Zymeworks financial statements that have been subject to a review engagement conducted by the Company’s external auditors. Any purchase of shares for a Shortfall Investment Amount shall be completed pursuant to a form of subscription agreement in the form attached hereto as Exhibit 5.1. Minimum Working Capital: 3 $ [...***...] 2 $ [...***...] 1 $ [...***...] 0 $ [...***...] For the purposes of this Section 5 5.1(b), the following defined terms shall be treated as have the purchase price for raw materials inventory of EMS’ ECS Division with a carrying value equal to the amount of such payments. All raw materials inventory purchased by Sensata pursuant to this Section 5 shall only be used in ECS Products that will be supplied to Sensata. All payments by Sensata pursuant to this Section 5 shall be setoff and applied against any amount otherwise payable by Sensata for ECS Products constituting finished goods inventory which are purchased by Sensata from EMS’ ECS Division.specified meanings:

Working Capital. 7.1 The Purchaser shall pay to the Seller or the Seller shall pay to the Purchaser (as the case may be) a sum to reflect the monetary value of working capital attributable to the Asset as set out in [Schedule 4]. The said sum shall be set out in a statement to be prepared and given by the Seller to the Purchaser within [ninety (90) days] after the Completion Date. Such statement shall be a statement of working capital and a statement of adjustments made pursuant to [Schedule 4]. 7.2 The Purchaser shall have the right to verify the statement referred to in Clause 7.1 by reference to the figures derived from the statements of the relevant operator. The Seller shall endeavour to provide such supporting data to the Purchaser as can reasonably be obtained. The Purchaser shall be obliged to complete its verification within [ninety (90)] days of receipt of the said statement and either : (a) The parties hereto acknowledge and agree that during the term of this Agreement, Purchaser shall be obliged to pay to the ECS Division shall at no time have Net Working Capital (Seller the sum specified as defined below) greater than Two Million Dollars ($2,000,000). For purposes of this Agreement, “Net Working Capital” means Inventory of due to the ECS Division; provided, however, if Current Liabilities of the ECS Division exceed $500,000 Seller in the aggregatesaid statement or, then “Net Working Capital” shall mean (i) Inventory of as the ECS Division minus (ii) Current Liabilities of the ECS Division. For purposes of this Agreement, “Current Liabilities” means the sum of (a) current accounts payable and case may be (b) current accrued liabilities. Net Working Capital and all components thereof the Seller shall be determined with respect obliged to pay to the entire ECS Division Purchaser the sum specified as due to the Purchaser in the said statement; (i.e. all as varied by any adjustment agreed between the Seller and the Purchaser) and whether or not the Purchaser has agreed such statement within the said [ninety (90)] day period. In the event that the said statement cannot be agreed the provisions of Clause 7.3 shall apply. 7.3 In the event that the Seller and the Purchaser cannot agree the statement referred to in Clause 7.1, the same shall be referred for all customers resolution to an independent chartered accountant appointed by the Seller and the Purchaser or in the event of the ECS Division consistent with Section 12)Seller and the Purchaser differing as to such appointment by the President for the time being of the Institute of Chartered Accountants of England and Wales. The decision of the chartered accountant so appointed shall, in the absence of manifest error, be final and binding on the Seller and the Purchaser, and in the manner set forth on Schedule 5. If at any time (regardless whether it is at the end of a calendar month) Net Working Capital for the ECS Division is greater than $2,000,000, EMS shall provide notice to Sensata along with an ECS Division Net Working Capital statement setting forth EMS’ good faith determination of Net Working Capital as settlement of any particular date outstanding amount due to or by either the Seller or the Purchaser shall be made within [five (in the manner set forth on Schedule 5) (each, a “Net Working Capital Statement”)Business Days] of such decision. The timing for responding to such statement and the procedures for resolving disputes as set forth in Section 4 with respect to the P&L Statement shall apply to the Net Working Capital Statement contemplated by this Section 5(a). Following final resolution costs of the Net Working Capital Statement (including all components thereof) independent chartered accountant shall be borne equally by the Seller and any disputes related thereto (in accordance with Purchaser and such chartered accountant shall be deemed to be acting as an expert and not as an arbitrator. 7.4 In the timing and procedures set forth in Section 4)event of late payment, if the Net Working Capital (as finally determined) is greater than Two Million Dollars ($2,000,000), then Sensata Purchaser shall pay to EMS an amount (the “Net Working Capital Surplus”) equal Seller or the Seller shall pay to the difference Purchaser (as the case may be) interest on such further sums as may be payable pursuant to Clauses 7.1, 7.2 and/or 7.3 from the date such sums are due to be paid to the date and sums are paid (both dates inclusive) at a rate per annum [five per cent (5%)] above the Reference Interest Rate calculated on a daily basis using simple interest. 7.5 In the event that the Seller makes any payments, or receives any receipts, in respect of the period between the Net Working Capital Economic Date and the Completion Date, in respect of the Asset, the Purchaser will pay to the Seller or the Seller will pay to the Purchaser (as finally determinedthe case may be) minus, $2,000,000. All payments by Sensata pursuant to this Section 5 shall be treated as the purchase price for raw materials inventory of EMS’ ECS Division with a carrying value equal to the amount of such payments. All raw materials inventory purchased by Sensata pursuant to this Section 5 shall only be used in ECS Products that will be supplied to Sensata. All payments by Sensata pursuant to this Section 5 shall be setoff and applied against any amount otherwise payable by Sensata for ECS Products constituting finished goods inventory which are purchased by Sensata from EMS’ ECS Division.amounts involved within [twenty

Working Capital. (a) The parties hereto acknowledge and Sellers hereby agree that during the term Company shall have, as of this Agreementthe Closing, the ECS Division shall at no time have Net Working Capital in an amount equal to $3,200,000. As promptly as practicable, and in any event not later than sixty (as defined below60) greater than Two Million Dollars days after the Closing Date, Purchaser shall prepare and deliver to the Sellers a written statement ($2,000,000the "Purchaser Working Capital Statement"). For purposes of this Agreement, “Net Working Capital” means Inventory of the ECS Division; provided, however, if Current Liabilities of the ECS Division exceed $500,000 in the aggregate, then “Net Working Capital” shall mean setting forth either (i) Inventory Purchaser's confirmation that the amount of the ECS Division minus (ii) Current Liabilities of the ECS Division. For purposes of this Agreement, “Current Liabilities” means the sum of (a) current accounts payable and (b) current accrued liabilities. Net Working Capital and all components thereof shall be determined with respect to the entire ECS Division (i.e. for all customers of the ECS Division consistent with Section 12), and in the manner set forth on Schedule 5. If at any time (regardless whether it is at the end of a calendar month) Net Working Capital for the ECS Division is greater than $2,000,000, EMS shall provide notice to Sensata along with an ECS Division Net Working Capital statement setting forth EMS’ good faith determination of Net Working Capital as of any particular date the Closing was $3,200,000 or (ii) Purchaser's calculation of the Working Capital as of the Closing Date and (x) if the amount of Working Capital pursuant to such calculation is less than $3,200,000, the amount owed by the Sellers (representing the amount by which Purchaser's calculation of the Working Capital is less than $3,200,000), or (y) if the amount of Working Capital pursuant to such calculation exceeds $3,200,000, the amount owed by Purchaser (representing the amount by which Purchaser's calculation of the Working Capital exceeds $3,200,000), as the case may be. (b) The Sellers may, in good faith, dispute the manner set forth on Schedule 5Purchaser Working Capital Statement by delivery of written notice thereof (a "Dispute Notice") to Purchaser within fifteen (each, a “Net 15) days following receipt by the Sellers of the Purchaser Working Capital Statement”). The timing for responding to such statement and the procedures for resolving disputes as Dispute Notice shall set forth in Section 4 reasonable detail all items disputed by the Sellers, together with respect the Sellers' proposed changes thereto. If (i) by written notice to Purchaser, the P&L Statement shall apply to Sellers accept the Net Purchaser Working Capital Statement contemplated or (ii) the Sellers fail to deliver a Dispute Notice within the prescribed fifteen (15)-day period (which failure shall result in the Sellers being deemed to have accepted the Purchaser Working Capital Statement delivered by Purchaser), the Purchaser Working Capital Statement delivered by Purchaser shall become final and binding on the Sellers and Purchaser as of the date on which the earlier of the foregoing events occurs. In the event of a dispute, the undisputed portion, if any, of the Working Capital shall be paid in accordance with Section 1.7(e) within five (5) Business Days following the date on which the amount of such undisputed portion was determined in accordance with this Section 5(a1.7(b). (c) Purchaser and the Company agree to give the Sellers and their respective representatives (including accountants) reasonable access during normal business hours to such employees, officers, and facilities and such books and records of the Company and the Company Subsidiary, as is reasonably necessary to allow the Sellers and their respective representatives to review the Purchaser Working Capital Statement, at the expense of the Sellers. (d) If the Sellers have timely delivered a Dispute Notice, then Purchaser and the Sellers shall attempt to reach agreement on the matters identified in the Dispute Notice. Following final If, by the thirtieth (30th) day following Purchaser’s receipt of the Dispute Notice, Purchaser and the Sellers have not agreed in writing to the resolution of the Net matters identified in the Dispute Notice, then such matters shall be submitted to an internationally recognized firm of accountants mutually agreed upon by Purchaser and the Sellers (the "Independent Accountants") for resolution. Purchaser and the Sellers shall instruct the Independent Accountants to prepare and deliver a statement confirming or revising the calculation of the Working Capital set forth in the Purchaser Working Capital Statement taking into account all items not in dispute between Purchaser and Sellers and those items requested by either Purchaser and the Sellers to be resolved by the Independent Accountants (the "Final Working Capital Amount") within 30 days of being engaged by Purchaser and the Sellers. Purchaser and the Company shall furnish or cause to be furnished to the Independent Accountants access to such employees, officers, and facilities and such books and records relating to the disputed items as the Independent Accountants may reasonably request. The fees and expenses of the Independent Accountants shall be borne equally by the Purchaser, on the one hand, and the Sellers, on the other hand. The revised Purchaser Working Capital Statement (including all components thereof) and any disputes related thereto (in accordance with the timing and procedures set forth in Section 4), if calculation of the Net Final Working Capital Amount) delivered by the Independent Accountants shall be final and binding upon Purchaser and the Sellers. If Purchaser and the Sellers are not able to agree upon a firm to serve as the Independent Accountants within ten (as finally determined10) is greater than Two Million Dollars days after the end of the aforementioned thirty ($2,000,000)30)-day period, then Sensata Purchaser and the Sellers shall retain JAMS-Endispute of New York, New York to select the Independent Accountants. (e) If the Final Working Capital amount is more than the $3,200,000, then Purchaser shall (i) pay to TEHQ an amount equal to one percent (1%) of the excess thereof, (ii) pay to TEUS an amount equal to seventy-four percent (74%) of the excess thereof and (iii) pay to UCI an amount equal to twenty-five percent (25%) of the excess thereof, plus in each case, interest on such amount from (and including) the Closing Date to (but excluding) the date of payment at the per annum rate of interest published as the "Prime Rate" in The Wall Street Journal determined as of the date the obligation to pay interest arises (the "Specified Rate"). If the Final Working Capital Amount is less than $3,200,000, then (i) TEHQ shall pay to EMS Purchaser an amount equal to one percent (1%) of such shortfall, (ii) TEUS shall pay to Purchaser an amount equal to seventy-four percent (74%) of such shortfall and (iii) UCI shall pay to Purchaser an amount equal to twenty-five percent (25%) of such shortfall, plus in each case interest on such amount from (and including) the “Net Closing Date to (but excluding) the date of payment at the Specified Rate. Each payment (if any) required by this Section 1.7(e) shall be made within five (5) Business Days following the date the Final Working Capital Surplus”Amount is deemed to be finally determined pursuant to Section 1.7(d) equal or the Purchaser Working Capital Statement becomes final and binding pursuant to Section 1.7(b), except to the difference between the Net Working Capital (as finally determined) minus, $2,000,000extent any payment in respect of undisputed amounts has been paid pursuant to Section 1.7(b). All payments by Sensata required to be made pursuant to this Section 5 1.7 shall be treated as the purchase price for raw materials inventory made by wire transfer of EMS’ ECS Division with a carrying value equal immediately available funds to the amount bank account or accounts designated by the Party receiving such payment. (c) Section 3.3(d) of such payments. All raw materials inventory purchased by Sensata pursuant the Agreement is hereby amended in its entirety to this Section 5 read as follows: (d) As of the Closing Date, the Company shall only be used have $1,000,000.00 in ECS Products that will be supplied to Sensata. All payments by Sensata pursuant to this Section 5 shall be setoff and applied against any amount otherwise payable by Sensata for ECS Products constituting finished goods inventory which are purchased by Sensata from EMS’ ECS Divisionavailable funds in its bank account reflected in general ledger account 0000000 (#2 MM 1M-Restricted LOC-Saving)."

Working Capital. (a) The parties hereto acknowledge Within 90 days following the Closing Date, Purchaser shall prepare and agree that during deliver to Honeywell (i) a statement (the term “Preliminary Working Capital Statement”), setting forth a calculation of this Agreement, the ECS Division shall at no time have Net Working Capital (as defined below) greater than Two Million Dollars ($2,000,000). For purposes of this Agreement, the “Preliminary Net Working Capital” means Inventory ”) as of the ECS Division; provided, however, if Current Liabilities close of business on the day immediately prior to the Closing Date and (ii) a calculation of the ECS Division exceed $500,000 amount due and owing and a statement setting forth the responsible party therefor in accordance with Section 3.4(f), in each case, prepared in accordance with the aggregate, then Specified Accounting Policies and GAAP. The “Final Net Working Capital” shall mean be the Preliminary Net Working Capital shown on the Preliminary Working Capital Statement, as modified pursuant to this Section 3.4. Notwithstanding anything to the contrary set forth in this Agreement, in no event shall the calculation of the Final Net Working Capital be affected by any Purchaser purchase accounting adjustments for the transactions taking place on or after the Closing. (b) Unless Honeywell notifies Purchaser in writing that Honeywell disagrees with any aspect of the Preliminary Working Capital Statement (such notice to include Honeywell’s objections, a reasonable description of the basis therefor and reasonably detailed proposed revisions to said documents), within sixty (60) days after receipt thereof, the Preliminary Working Capital Statement shall be conclusive and binding on the parties and shall be the Final Net Working Capital. If Honeywell so notifies Purchaser in writing within such sixty (60) day period, then Honeywell and Purchaser shall attempt to resolve their differences with respect thereto in good faith within fifteen (15) days after Purchaser’s receipt of Honeywell’s written notice of disagreement. If Honeywell and Purchaser resolve their differences with respect to the Preliminary Working Capital Statement within such fifteen (15) day period, then the Preliminary Working Capital Statement, with such modifications necessary to reflect such agreement of Honeywell and Purchaser, shall be conclusive and binding on the parties and shall be the Final Net Working Capital. Any disputes not resolved by Honeywell and Purchaser within such fifteen (15) day period regarding the Preliminary Working Capital Statement (the “Disputed Amount”) will be resolved by an Independent Accounting Firm jointly retained by Honeywell and Purchaser. The Independent Accounting Firm shall make a determination only on the Disputed Amount as well as such modifications, if any, to the Preliminary Working Capital Statement necessary to reflect such determination, and the same shall be conclusive and binding upon the parties, except as provided by applicable Law. The determination of the Independent Accounting Firm for any item in dispute cannot, however, be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Preliminary Working Capital Statement, in the case of Purchaser, or in the notice described in the first sentence of this paragraph, in the case of Honeywell. The fees and expenses of the Independent Accounting Firm shall be paid by the parties as follows: Honeywell shall pay a percentage of the fees and expenses of the Independent Accounting Firm equal to: (i) Inventory the difference, if any, between Honeywell’s estimated value of the ECS Division minus Final Net Working Capital as submitted to the Independent Accounting Firm and the Independent Accounting Firm’s final determination of Final Net Working Capital divided by (ii) Current Liabilities the Disputed Amount. Purchaser shall pay the remaining percentage, if any, of the ECS Divisionfees and expenses of the Independent Accounting Firm (it being understood that in the event the Final Net Working Capital is equal to the Preliminary Net Working Capital determined by a party (as submitted to arbitration by such party), the other party shall pay all fees and expenses of the Independent Accounting Firm). The Independent Accounting Firm shall be instructed to render its decision in accordance with the terms hereof, including the Specified Accounting Policies. (c) In connection with Honeywell’s review of the Preliminary Working Capital Statement and preparation of any notice of objection, Honeywell and its representatives shall have reasonable access, during normal business hours and upon reasonable advance written notice, to the books and records, the financial systems and finance personnel and any other information of Purchaser and the Purchased Entities that Honeywell reasonably requests, including all relevant work papers, schedules, memoranda and other documents prepared by Purchaser’s accountants and other advisors (subject to customary indemnification and other agreements that may be requested by Purchaser’s accountants and other advisors) in connection with Purchaser’s preparation of the Preliminary Working Capital Statement, and Purchaser shall, and shall cause its Subsidiaries (including the Purchased Entities), and shall use reasonable efforts to cause its accountants and other advisors, to cooperate reasonably with Honeywell and its representatives in connection therewith. (d) In connection with Purchaser’s review of any notice of objection, Purchaser and its representatives shall have reasonable access, during normal business hours and upon reasonable advance written notice, to all relevant work papers, schedules, memoranda and other documents prepared by Honeywell or its accountants and other advisors (subject to customary indemnification and other agreements that may be requested by Honeywell’s accountants and other advisors) and to finance personnel of Honeywell and its representatives and any other information which Purchaser reasonably requests, and Honeywell shall, and shall use reasonable efforts to cause its accountants and other advisors to, cooperate reasonably with Purchaser and its representatives in connection therewith. (e) No later than thirty (30) days after the engagement of the Independent Accounting Firm, as evidenced by its written acceptance by facsimile or otherwise to the parties, each of Honeywell and Purchaser shall submit a brief to the Independent Accounting Firm (with a copy to the other party) setting forth its respective positions regarding the issues in dispute. No later than thirty (30) days after submission of the initial brief, each of Honeywell and Purchaser shall submit a reply brief (with a copy to the other party). The Independent Accounting Firm shall render its decision resolving the dispute within thirty (30) days after submission of the last reply brief. If additional briefing, a hearing, or other information is required by the Independent Accounting Firm, the Independent Accounting Firm shall give notice thereof to the parties as soon as practicable before the expiration of such thirty (30) day period, and the parties shall promptly respond with a view to minimizing any delay in the decision date. (f) In accordance with the procedure described above in this Section 3.4, the Initial Purchase Price shall be (i) increased on a dollar for dollar basis by the amount by which the Final Net Working Capital is greater than the Targeted Net Working Capital, or (ii) decreased on a dollar for dollar basis by the amount by which the Final Net Working Capital is less than the Targeted Net Working Capital. (g) Honeywell or Purchaser, as the case may be, shall deposit the amounts, if any, owed by it, as the case may be, under subsection (f) above, together with interest thereon from the Closing Date to the date of payment at a floating rate equal to the U.S. dollar prime rate per annum, as quoted by JPMorgan Chase & Co., from time to time during such period, in immediately available funds, to a bank account designated by the other party no later than five (5) business days after the Final Net Working Capital has been agreed to or deemed to be agreed to by, or has been delivered by the Independent Accounting Firm. (h) For purposes the avoidance of doubt, notwithstanding anything herein to the contrary, the parties agree that any matter specifically resolved and reflected as part of the Final Net Working Capital under this Agreement, “Current Liabilities” means Section 3.4 shall not also be recoverable as a Loss pursuant to Article VIII or Article X solely to the sum extent that the amount of (a) such Loss is reflected as a current accounts payable and (b) current accrued liabilities. liability in the Final Net Working Capital and all components thereof shall be determined with respect actually resulted in an adjustment to the entire ECS Division (i.e. for all customers of the ECS Division consistent with Section 12), and in the manner set forth on Schedule 5. If at any time (regardless whether it is at the end of a calendar month) Net Working Capital for the ECS Division is greater than $2,000,000, EMS shall provide notice to Sensata along with an ECS Division Net Working Capital statement setting forth EMS’ good faith determination of Net Working Capital as of any particular date (in the manner set forth on Schedule 5) (each, a “Net Working Capital Statement”). The timing for responding to such statement and the procedures for resolving disputes as set forth in Section 4 with respect to the P&L Statement shall apply to the Net Working Capital Statement contemplated by this Section 5(a). Following final resolution of the Net Working Capital Statement (including all components thereof) and any disputes related thereto (in accordance with the timing and procedures set forth in Section 4), if the Net Working Capital (as finally determined) is greater than Two Million Dollars ($2,000,000), then Sensata shall pay to EMS an amount (the “Net Working Capital Surplus”) equal to the difference between the Net Working Capital (as finally determined) minus, $2,000,000. All payments by Sensata Purchase Price pursuant to this Section 5 shall be treated as the purchase price for raw materials inventory of EMS’ ECS Division with a carrying value equal to the amount of such payments. All raw materials inventory purchased by Sensata pursuant to this Section 5 shall only be used in ECS Products that will be supplied to Sensata. All payments by Sensata pursuant to this Section 5 shall be setoff and applied against any amount otherwise payable by Sensata for ECS Products constituting finished goods inventory which are purchased by Sensata from EMS’ ECS Division3.4(f).

Working Capital. (a) The parties hereto acknowledge Schedule 8.2 lists the current asset and agree current liability accounts of the Business that during are relevant for the term determination of working capital (the “Working Capital”) and sets forth the Seller’s accounting principles, methodologies and policies to be used in such determination (the “Calculation Principles”) as well as the format for the presentation of the Working Capital calculation. For purposes of determining the amount of the Accounts Receivable under the Calculation Principles, the revenue from patients in the Facilities on the applicable Closing Date will be allocated over such patients’ full length of stay. In addition, the Accounts Receivable will exclude all Cost Reports Settlements for purposes of the Working Capital calculation. (b) Not earlier than thirty (30) days after, but within ninety (90) days after, the earlier of (i) the Closing at which all Facilities have become Transferred Facilities and (ii) the termination of this Agreement, the ECS Division Seller shall at no time have Net deliver to the Purchaser a written statement (the “Closing Statement”) that shall contain the Seller’s final calculation of (A) the Working Capital (as defined below) greater than Two Million Dollars ($2,000,000). For purposes of this Agreement, “Net Working Capital” means Inventory of allocable to each Transferred Facility prepared on the ECS Division; provided, however, if Current Liabilities of the ECS Division exceed $500,000 in the aggregate, then “Net Working Capital” shall mean (i) Inventory of the ECS Division minus (ii) Current Liabilities of the ECS Division. For purposes of this Agreement, “Current Liabilities” means the sum of (a) current accounts payable and (b) current accrued liabilities. Net Working Capital and all components thereof shall be determined with respect to the entire ECS Division (i.e. for all customers of the ECS Division consistent with Section 12)basis of, and in applying, the manner set forth on Schedule 5. If at any time (regardless whether it is at the end of a calendar month) Net Working Capital for the ECS Division is greater than $2,000,000, EMS shall provide notice to Sensata along with an ECS Division Net Working Capital statement setting forth EMS’ good faith determination of Net Working Capital as of any particular date (in the manner set forth on Schedule 5) Calculation Principles (each, a “Net Closing Working Capital”) and (B) the sum of the Closing Working Capital Statementfor all Transferred Facilities (the “Final Working Capital”). (c) If the Final Working Capital as finally determined in accordance with this Section 8.2 is (i) greater than the aggregate Targeted Working Capital for all Transferred Facilities, the Purchaser shall pay to the Seller an amount equal to the Final Working Capital less the Targeted Working Capital, or (ii) less than the Targeted Working Capital, the Seller shall pay to the Purchaser an amount equal to the Targeted Working Capital less the Final Working Capital, in either case by wire transfer, within three (3) Business Days after the final determination of such Final Working Capital, of immediately available funds to an account designated by the Party receiving payment. For the avoidance of doubt, if the Final Working Capital as finally determined in accordance with this Section 8.2 is equal to the Targeted Working Capital, no payment shall be made by or to either Party pursuant to this Section 8.2. (d) If the Purchaser disagrees with the determination of the Final Working Capital, the Purchaser shall notify the Seller of such disagreement within forty-five (45) days after delivery of the Closing Statement (the “Disagreement Notice”). The timing for responding Disagreement Notice shall set forth, in reasonable detail, any disagreement with, and any requested adjustment to, the Closing Statement. If the Purchaser fails to deliver a Disagreement Notice by the end of such statement forty-five (45)-day period, the Purchaser shall be deemed to have accepted the Closing Statement delivered by the Seller. Matters included in the calculations in the Closing Statement that the Purchaser does not object to in any Disagreement Notice shall be deemed accepted by the Purchaser and shall not be subject to further dispute or review. (e) During the thirty (30) day period following the delivery of a Disagreement Notice, the Purchaser and the procedures for resolving disputes as set forth Seller shall negotiate in Section 4 good faith to resolve any disagreement with respect to the P&L Closing Statement shall apply to the Net Working Capital Statement contemplated by this Section 5(a). Following final resolution of the Net Working Capital Statement (including all components thereof) and any disputes related thereto resolution agreed to in writing by the Purchaser and the Seller shall be final and binding upon the Parties. At the end of such thirty (in accordance with 30) day period, the timing Seller and procedures set forth in Section 4), if the Net Working Capital (as finally determined) is greater than Two Million Dollars ($2,000,000), then Sensata Purchaser shall pay submit to EMS an amount independent accounting firm (the “Net Working Capital SurplusAccounting Firm”) equal for arbitration any and all matters that remain in dispute and were properly included in the Disagreement Notice. The Accounting Firm shall be BDO USA, LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Seller and the Purchaser in writing. The Seller and the Purchaser shall use commercially reasonable efforts to cause the Accounting Firm to render a decision resolving the matters submitted to the difference between Accounting Firm within thirty (30) days of receipt of the Net Working Capital submission. The determination of the Accounting Firm shall be final and binding on the Parties. The cost of any arbitration (as finally determinedincluding the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the Parties) minus, $2,000,000. All payments by Sensata pursuant to this Section 5 8.2 shall be treated borne by the Purchaser and the Seller in inverse proportion as they may prevail on matters resolved by the purchase price Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Other than the fees and expenses referred to in the immediately preceding sentence, each Party shall be responsible for raw materials inventory its own fees and expenses incurred in connection with the preparation and review of EMS’ ECS Division with a carrying value equal to the amount of such paymentsClosing Statement. All raw materials inventory purchased by Sensata The Purchaser and the Seller agree that any payments made pursuant to this Section 5 shall only be used in ECS Products that will be supplied to Sensata. All payments by Sensata pursuant to this Section 5 8.2 shall be setoff and applied against any amount otherwise payable by Sensata for ECS Products constituting finished goods inventory which are purchased by Sensata from EMS’ ECS Divisionallocated in a manner consistent with the allocation referred to in Section 2.6.

Working Capital. (a) 21.1 The parties hereto acknowledge Seller hereby warrants to and agree in favour of the Purchaser that during – 21.1.1 subject to the term provisions of this Agreementclause 21.3, as at 1 February 2012, the ECS Division shall at no time have Net Working Capital will be nil; and 21.1.2 as at the Part A Closing Date, any and all dividends which have accrued to Khumo Gold SPV (as defined belowProprietary) greater than Two Million Dollars Limited ($2,000,000). For purposes of this Agreement, “Net Working Capital” means Inventory "Khumo") and/or the trustees for the time being of the ECS Division; providedDRDSA Empowerment Trust ("DRDSA Trust"), howeveror any dividends which have been declared but not paid to Khumo and/or the DRDSA Trust, if Current Liabilities in respect of the ECS Division exceed $500,000 Preference Shares held by Khumo and the DRDSA Trust, will have been provided for or paid to Khumo and/or to the DRDSA Trust, as the case may be. 21.2 Any dividends which have been declared but not paid to Khumo and/or the DRDSA Trust and/or have accrued and are not provided for as at 1 February 2012, in respect of the Preference Shares held by Khumo and the DRDSA Trust shall be included in the aggregate, then “Net Working Capital” shall mean (i) Inventory Capital calculation. 21.3 In the event that it is determined that pursuant to the calculation of the ECS Division minus (ii) Current Liabilities of the ECS Division. For purposes of this Agreement, “Current Liabilities” means the sum of (a) current accounts payable and (b) current accrued liabilities. Net Working Capital and all components thereof shall be determined in accordance with respect to Annexure "8", that the entire ECS Division (i.e. for all customers of the ECS Division consistent with Section 12), and in the manner set forth on Schedule 5. If at any time (regardless whether it is at the end of a calendar month) Net Working Capital for the ECS Division is greater than $2,000,000, EMS shall provide notice to Sensata along with an ECS Division Net Working Capital statement setting forth EMS’ good faith determination of Net Working Capital as of any particular date at 1 February 2012 – 21.3.1 has a positive balance (in the manner set forth on Schedule 5) (each, a “Net "Positive Working Capital Statement”Amount"). The timing for responding , an amount equal to such statement Positive Working Capital Amount shall be paid by the Company to the Seller, firstly from cash held by the Company ("Cash on Hand") and to the extent that there is no Cash on Hand or insufficient Cash on Hand, from the proceeds received by the Company from Rand Refinery arising from the sale of the Company's gold by Rand Refinery ("Rand Refinery Proceeds") within 5 (five) business days after the determination of the Working Capital, provided that to the extent that the Cash on Hand and the procedures for resolving disputes Rand Refinery Proceeds held by the Company as set forth in Section 4 with respect at 1 February 2012 are insufficient to pay the P&L Statement shall apply to the Net Working Capital Statement contemplated by this Section 5(a). Following final resolution of the Net Working Capital Statement (including all components thereof) and any disputes related thereto (in accordance with the timing and procedures set forth in Section 4), if the Net Working Capital (as finally determined) is greater than Two Million Dollars ($2,000,000), then Sensata shall pay to EMS Seller an amount (the “Net Working Capital Surplus”) equal to the difference between the Net Positive Working Capital (as finally determined) minusAmount, $2,000,000. All payments by Sensata pursuant to this Section 5 the Company shall be treated pay the Positive Working Capital Amount, or balance thereof, as the purchase price for raw materials inventory case may be, owing to the Seller as and when there is sufficient Cash on Hand or Rand Refinery Proceeds are received by the Company. The repayment of EMS’ ECS Division with the Positive Working Capital Amount in terms of this clause 21.3.1 shall constitute a carrying value reduction of the Sale Claims in an amount equal to the Positive Working Capital Amount; or 21.3.2 has a negative balance ("Working Capital Deficit"), the Seller shall be required to pay an amount equal to the Working Capital Deficit to the Company within 5 (five) business days after the determination of the Working Capital. The payment of the Working Capital Deficit in terms of this clause 21.3.2 shall result in an increase in the Sale Claims in an amount equal to the Working Capital Deficit. 21.4 The Purchaser shall have the right, at its own cost, to audit the Working Capital as at 1 February 2012 and the Company shall provide the Purchaser with all information and documentation reasonably required by the Purchaser for purposes of such paymentsaudit. 21.5 The Warranties set out in clause 21.1 shall remain in effect until 2 May 2012 whereafter they shall immediately lapse and be of no further force or effect. All raw materials inventory purchased If the Purchaser fails to exercise its rights for breach of Warranty by Sensata pursuant to this Section 5 shall only be used 2 May 2012, the Warranties in ECS Products that will be supplied to Sensata. All payments by Sensata pursuant to this Section 5 clause 21.1 shall be setoff deemed to be true and applied correct and the Purchaser shall have no further recourse or remedy against any amount otherwise payable by Sensata the Seller for ECS Products constituting finished goods inventory which are purchased by Sensata from EMS’ ECS Divisionbreach of those Warranties.

Working Capital. (aA) The parties hereto acknowledge and agree that during At least three (3) business days preceding the term of this AgreementClosing Date, the ECS Division Company shall at no time have prepare and deliver to Parent a consolidated calculation of the estimated Net Working Capital of the Company and its Subsidiaries as of the Closing (as defined below) greater than Two Million Dollars ($2,000,000). For purposes of this Agreement, the “Estimated Net Working Capital” means Inventory ”). The amount, if any, by which the Estimated Net Working Capital is less than zero shall be referred to herein as the “Estimated Deficiency Amount”. The Estimated Deficiency Amount shall reduce the amount of Closing Equityholder Consideration in accordance with Section 2.01(c)(v) below. (B) Within sixty (60) days following the Closing, Parent shall prepare and deliver to the Stockholders’ Representative a balance sheet and a schedule (the “Final Net Working Capital Schedule”) which includes a consolidated calculation of the ECS DivisionNet Working Capital of the Company and its Subsidiaries as of the Closing. (C) During the thirty (30) day period after the receipt of the Final Net Working Capital Schedule, the Stockholders’ Representative may notify Parent in writing, of any objections to such Final Net Working Capital Schedule, setting forth a reasonably specific and detailed description of the objections (each, an “Item of Working Capital Dispute”); provided, however, if Current Liabilities that the only basis on which the Stockholders’ Representative shall be permitted to submit an Item of Working Capital Dispute is that such Item of Working Capital Dispute was not prepared in accordance with this Section 2.01(c)(iv) or contains mathematical or clerical errors. If the ECS Division exceed $500,000 in Stockholders’ Representative does not deliver such notice within such thirty (30) day period, the aggregate, then “Net Working Capital” shall mean (i) Inventory of the ECS Division minus (ii) Current Liabilities of the ECS Division. For purposes of this Agreement, “Current Liabilities” means the sum of (a) current accounts payable and (b) current accrued liabilities. Final Net Working Capital and all components thereof Schedule shall be determined with respect final, binding and conclusive upon Parent, the Company, the Stockholders’ Representative, the Earn-Out Consideration Recipients and the Closing Consideration Recipients. (D) If the Stockholders’ Representative provides a timely notice of objection to the entire ECS Division proposed Final Net Working Capital Schedule pursuant to subsection (i.e. for all customers C) above, Parent and the Stockholders’ Representative shall attempt to amicably resolve any Item of the ECS Division consistent with Section 12), and in the manner set forth on Schedule 5. If at any time (regardless whether it is at Working Capital Dispute by the end of a calendar monththirty (30) day review period but in no event later than thirty (30) days thereafter. If the parties are unable to resolve any difference within such period, they shall promptly (within fifteen (15) days thereafter) and jointly appoint an Independent CPA to resolve each Item of Working Capital Dispute and make any resulting adjustments to the Final Net Working Capital Schedule. The scope of the work assignment for the ECS Division is greater than $2,000,000, EMS Independent CPA shall provide notice be limited to Sensata along with an ECS Division Net the resolution of any Item of Working Capital statement setting forth EMS’ good faith determination Dispute not previously resolved by the parties and be based solely on whether each such unresolved Item of Net Working Capital as of any particular date (in the manner set forth on Schedule 5) (each, a “Net Working Capital Statement”). The timing for responding to such statement and the procedures for resolving disputes as set forth in Section 4 with respect to the P&L Statement shall apply to the Net Working Capital Statement contemplated by this Section 5(a). Following final resolution of the Net Working Capital Statement (including all components thereof) and any disputes related thereto (Dispute was prepared in accordance with the timing terms of this Agreement or whether each such Item of Working Capital Dispute contains a mathematical or clerical error or errors. No Item of Working Capital Dispute shall be resolved such that the final amount determined by the Independent CPA is more favorable to the Parent than the calculation(s) presented in the Final Net Working Capital Schedule delivered by the Parent to the Stockholders’ Representative or more favorable to the Closing Consideration Recipients than the calculation(s) presented in any unresolved Item of Working Capital Dispute delivered by the Stockholders’ Representative. The resolution of each Item of Working Capital Dispute by the Independent CPA and procedures set forth corresponding adjustments to the Final Net Working Capital Schedule shall be final, binding and conclusive upon Parent, the Company, the Stockholders’ Representative and the Closing Consideration Recipients. The costs, fees and expenses of the Independent CPA will be allocated by the Independent CPA, in Section 4)its sole discretion, if between Parent, on the one hand, and Closing Consideration Recipients, on the other hand, taking into account the extent to which each Item of Working Capital Dispute was, or was not, resolved in favor of the Closing Consideration Recipients. (E) If the Final Net Working Capital (as finally determineddetermined in accordance with subsection (D) above) is greater less than Two Million Dollars zero ($2,000,000)the amount of such deficiency, the “Final Deficiency Amount”) and the absolute value of the Final Deficiency Amount exceeds the absolute value of the Estimated Deficiency Amount, then Sensata Parent shall pay be entitled to EMS immediate recovery from the Escrow Fund in an amount (the “Net Working Capital Surplus”) equal to (x) the difference between the Final Deficiency Amount and the Estimated Deficiency Amount or (y) if the Estimated Net Working Capital is greater than zero, the Final Deficiency Amount. (as finally determinedF) minus, $2,000,000. All payments by Sensata pursuant to As used in this Section 5 shall be treated as 2.01(c)(iv) and elsewhere in this Agreement, the purchase price for raw materials inventory of EMS’ ECS Division with a carrying value equal to following terms have the amount of such payments. All raw materials inventory purchased by Sensata pursuant to this Section 5 shall only be used in ECS Products that will be supplied to Sensata. All payments by Sensata pursuant to this Section 5 shall be setoff and applied against any amount otherwise payable by Sensata for ECS Products constituting finished goods inventory which are purchased by Sensata from EMS’ ECS Division.following meanings:

Working Capital. (a) The parties hereto From and after the STC Transfer Date through the Closing Date, HAT agrees to make advances to STCBV Sub for the working capital requirements of STCBV Sub in connection with the business and operations of the Burlington Stations during such period (each a "Working Capital Advance"), as STC may request from time to time . In order to request a Working Capital Advance, STCBV Sub shall deliver written notice to HAT at least three (3) business days prior to the proposed date of the Working Capital Advance, signed by or on behalf of STCBV Sub, and specifying the following information: (i) the date of such Working Capital Advance, (ii) the amount of such Working Capital Advance (which amount shall not be less than Two Hundred and Fifty Thousand Dollars ($250,000)), and (iii) the number and location of the account to which funds are to be disbursed. Upon receipt of any such notice, HAT shall deliver the amount of the Working Capital Advance to STCBV Sub, by wire transfer of federal funds to the account specified in such notice and within three (3) business days following the date specified in such notice. (b) STCBV Sub and HAT acknowledge and agree that during each Working Capital Advance shall be used by STCBV Sub for general working capital purposes in the term business and operations of this the Burlington Stations from and after the STC Transfer Date through the Closing Date, which shall include, without limitation (i) payments of any proration amounts owed by STCBV Sub under the Xxxxxxxx Agreement, the ECS Division shall at no time have Net Working Capital (ii) fees under that certain TBA Agreement (as defined below) greater than Two Million Dollars ($2,000,000). For purposes of this Agreement, “Net Working Capital” means Inventory of the ECS Division; provided, however, if Current Liabilities of the ECS Division exceed $500,000 in the aggregate, then “Net Working Capital” shall mean (i) Inventory of the ECS Division minus (ii) Current Liabilities of the ECS Division. For purposes of this -19- Xxxxxxxx Agreement, “Current Liabilities” means the sum of (a) current accounts payable and (b) current accrued liabilities. Net Working Capital and all components thereof shall be determined with respect to the entire ECS Division (i.e. for all customers of the ECS Division consistent with Section 12), and (iii) interest payments arising under the Burlington Financing Amount. STCBV Sub acknowledges and agrees that in the manner set forth on Schedule 5. If at event this Agreement is terminated as provided in Section 11.2, STCBV Sub agrees to ------------ reimburse HAT for any time (regardless whether it is at the end of a calendar month) Net Working Capital for the ECS Division is greater than $2,000,000, EMS shall provide notice to Sensata along with an ECS Division Net Working Capital statement setting forth EMS’ good faith determination of Net Working Capital as of any particular date (in the manner set forth on Schedule 5) (each, a “Net Working Capital Statement”). The timing for responding to such statement and the procedures for resolving disputes as set forth in Section 4 with respect to the P&L Statement shall apply to the Net Working Capital Statement contemplated Advances provided by this Section 5(a). Following final resolution of the Net Working Capital Statement (including all components thereof) and any disputes related thereto (in accordance with the timing and procedures set forth in Section 4), if the Net Working Capital (as finally determined) is greater than Two Million Dollars ($2,000,000), then Sensata shall pay to EMS an amount (the “Net Working Capital Surplus”) equal to the difference between the Net Working Capital (as finally determined) minus, $2,000,000. All payments by Sensata HAT pursuant to this Section 5 shall be treated as the purchase price for raw materials inventory of EMS’ ECS Division with a carrying value equal to the amount of such payments2.14. All raw materials inventory purchased by Sensata pursuant to this Section 5 shall only be used in ECS Products that will be supplied to Sensata. All payments by Sensata pursuant to this Section 5 shall be setoff and applied against any amount otherwise payable by Sensata for ECS Products constituting finished goods inventory which are purchased by Sensata from EMS’ ECS Division.------------

Working Capital. (a) 6.5.1 The parties hereto Parties acknowledge and agree that during the term Purchase Price has been agreed upon by the Buyer and the Sellers based on the assumption that the Working Capital of this Agreementthe Company as of the Closing and prior to the Buyer paying the Pay-Off Amount to Wachovia Bank (the "Closing Working Capital Amount") shall be equal to or greater than $4,000,000 (the "Base Working Capital Amount"). Within 10 days after the Closing Date, the ECS Division Company shall, and the Sellers shall at no time have Net cause the Company to, prepare and deliver to the Buyer a proposed statement of the Closing Working Capital (as defined below) greater than Two Million Dollars ($2,000,000). For purposes Amount, prepared in accordance with GAAP, and the definition of this Agreement, “Net Working Capital” means Inventory , consistently applied (the "Proposed Statement of the ECS Division; provided, however, if Current Liabilities of the ECS Division exceed $500,000 in the aggregate, then “Net Working Capital” "), along with reasonably detailed supporting work papers. 6.5.2 The Buyer shall mean (i) Inventory have a period of 30 days after receiving the ECS Division minus (ii) Current Liabilities Proposed Statement of the ECS Division. For purposes of this Agreement, “Current Liabilities” means the sum of (a) current accounts payable and (b) current accrued liabilities. Net Working Capital and work papers in accordance with Section 6.5.1 to review the Proposed Statement of Working Capital and raise any objections therefore. During such period, the Sellers and the Company shall fully cooperate with the Buyer (at no cost to the Buyer), and provide the Buyer and its representatives with full access to the books and records (including accounting system) and personnel of the Company, as may be reasonably required by the Buyer to enable it to verify and confirm the information set forth on the Proposed Statement of Working Capital and accompanying work papers. 6.5.3 The Buyer shall deliver to the Company and the Sellers within 30 days after receiving the Proposed Statement of Working Capital and work papers, a reasonably detailed statement describing all components thereof of the Buyer's objections (if any) thereto and reasonably detailed explanation of the basis for such objection (the "Objection Notice"). Absent a manifest error, failure of the Buyer to timely deliver the Objection Notice shall constitute acceptance by the Buyer of the Proposed Statement of Working Capital, whereupon the Proposed Statement of Working Capital shall be determined final, conclusive and binding on the Parties. 6.5.4 If the Buyer delivers an Objection Notice in accordance with Section 6.5.3, the Buyer and Sellers shall use reasonable efforts to resolve any disagreements as to the Closing Working Capital Amount. If the Buyer and the Sellers are unable to reach agreement with respect to the entire ECS Division (i.e. for all customers Closing Working Capital Amount within 15 days after delivery of the ECS Division consistent with Section 12Objection Notice, the Buyer and Sellers shall select an independent accounting firm, other than their respective regular independent accounting firms, mutually acceptable to them (the "Neutral Auditors") to resolve any remaining disagreements. If the Buyer and the Sellers are unable to agree on the choice of Neutral Auditors, they shall select as Neutral Auditors an independent accounting firm by lot (after excluding their respective regular independent accounting firms). The Neutral Auditors shall determine, within 45 days after their appointment, whether any of the objections raised by the Buyer are valid and shall deliver to the Buyer and the Sellers a schedule setting forth in reasonable detail the Neutral Auditors' determination as to such objections and the Closing Working Capital Amount. The Company shall, and in the manner Sellers shall cause the Company to, cooperate with and assist the Neutral Auditors and provide them with full access to all books and records (including accounting system) and personnel of the Company. In their determination, the Neutral Auditors shall allocate their fees and expenses between the Buyer, on one hand, and the Sellers, on the other, on a "loser pays" basis, so that each such Party's proportionate share of the Neutral Auditors' fees and expenses shall be based on the degree to which the Neutral Auditors chose the position of the other Party. 6.5.5 The Closing Working Capital Amount (i) set forth on Schedule 5. If at any time (regardless whether it is at the end of a calendar month) Net Working Capital for the ECS Division is greater than $2,000,000, EMS shall provide notice to Sensata along with an ECS Division Net Working Capital statement setting forth EMS’ good faith determination of Net Working Capital as of any particular date (in the manner set forth on Schedule 5) (each, a “Net Proposed Working Capital Statement”). The timing for responding , if not objected to such statement and by the procedures for resolving disputes as set forth in Section 4 with respect to the P&L Statement shall apply to the Net Working Capital Statement contemplated by this Section 5(a). Following final resolution of the Net Working Capital Statement (including all components thereof) and any disputes related thereto (Buyer in accordance with Section 6.5.3, (ii) agreed to by the timing Buyer and procedures set forth the Seller in accordance with Section 4)6.5.4, if or (iii) as determined by the Net Neutral Auditor in accordance with Section 6.5.4, whichever is the case, shall for all purposes of this Agreement be the "Final Working Capital (as finally determined) Amount." 6.5.6 If the Final Working Capital Amount is greater less than Two Million Dollars ($2,000,000)the Base Working Capital Amount, then Sensata the Sellers shall, jointly and severally, be obligated to pay to the Company, and shall pay to EMS an amount (the “Net Working Capital Surplus”) equal to Company, within 10 days after the difference between date on which the Net Working Capital (as Final Closing Statement Amount is finally determined) minus, $2,000,000. All payments by Sensata determined pursuant to this Section 5 shall be treated as the purchase price for raw materials inventory of EMS’ ECS Division with a carrying value 6.5, an amount equal to the amount excess of the Base Working Capital Amount over the Final Working Capital Amount (plus interest thereon from the Closing Date at the interest rate equal to the six-month LIBOR rate as published from time to time in the Wall Street Journal). 6.5.7 The Buyer acknowledges that prior to the Closing, there may be distributions of cash from the Company to the Sellers. So long as the Base Working Capital Amount at Closing is equal to or greater than $4,000,000, such payments. All raw materials inventory purchased cash distributions will deemed to be made in the ordinary course of the Company's business and not to be in breach of any representation or warranty made by Sensata pursuant to this Section 5 shall only be used in ECS Products that will be supplied to Sensata. All payments by Sensata pursuant to this Section 5 shall be setoff and applied against any amount otherwise payable by Sensata for ECS Products constituting finished goods inventory which are purchased by Sensata from EMS’ ECS Divisionthe Sellers.

Working Capital. (a) No later than ninety (90) days following the Closed System Date, Insight shall deliver to Comcast (i) a certificate setting forth the Working Capital Amount for each Systems Group, in each case as prepared in accordance with generally accepted accounting principles consistently applied by the Partnership and (ii) appropriate documentation supporting such calculation (the “Certificate of Working Capital”). (b) If Comcast disagrees with Insight’s calculation of the Working Capital Amount for either Systems Group set forth in the Certificate of Working Capital delivered pursuant to Section 1.5(a), Comcast may, within ninety (90) days after receipt of Insight’s calculation, deliver a notice (the “Notice of Disagreement”) to Insight disagreeing with such calculation and setting forth Comcast’s calculation of such amount. Any such Notice of Disagreement shall specify those items or amounts as to which Comcast disagrees, and Comcast shall be deemed to have agreed with all other items and amounts contained in the Certificate of Working Capital for each Systems Group delivered to it pursuant to Section 1.5(a). (c) The parties hereto acknowledge and agree that during Partners shall use their reasonable best efforts to reach agreement on the term disputed items or amounts identified in the Notice of this AgreementDisagreement. If, after the thirty (30) days following delivery of the Notice of Disagreement, the ECS Division Partners are unable to reach such agreement, either Partner may give written notice to the other, in which case the Partners promptly shall at no time jointly retain a nationally recognized accounting firm (the “Accounting Referee”) that is not the principal independent accountant of the Partnership, the Comcast Parent, the Insight Parent or Carlyle to resolve the disputed items or amounts in the Notice of Disagreement. In making its calculations, the Accounting Referee shall consider only those items or amounts as to which the Partners have Net disagreed and, with respect to each such item or amount, shall select a number within the range of the dispute between the Partners. The Accounting Referee shall deliver to the Partners, as promptly as practicable (but, in any event, within thirty (30) days after submission of the dispute to it), a report setting forth its resolution of the disputed items. Such report shall be final and binding upon the Partners. The costs of the Accounting Referee shall be shared equally by the Partners. Insight shall, and shall use its reasonable best efforts to cause the Partnership’s independent accountants to, cooperate and assist the Partners in conducting their review of the calculations of the Working Capital Amounts referred to in this Section 1.5, including making available to the extent necessary any books, records, work papers and personnel (as defined belowit being understood that if the process of finally determining the Working Capital Amounts continues after the Closing Date, the Partners thereafter shall also provide each other such cooperation and assistance). (d) greater than Two Million Dollars ($2,000,000). For The calculation of the Working Capital Amount for both Systems Groups shall be deemed final for the purposes of this Agreement, “Net Working Capital” means Inventory Section 1.5 upon the earliest of the ECS Division; provided, however, if Current Liabilities of the ECS Division exceed $500,000 in the aggregate, then “Net Working Capital” shall mean (i) Inventory the written acknowledgement of the ECS Division minus Comcast that it is final, (ii) Current Liabilities the failure of Comcast to deliver a Notice of Disagreement within the allotted time period, (iii) the written resolution of all disputes under this Section 1.5 by Insight and Comcast, and (iv) the written resolution of all disputes under this Section 1.5 by the Accounting Referee. Once the calculation of the ECS Division. For purposes of this Agreement, “Current Liabilities” means the sum of (a) current accounts payable and (b) current accrued liabilities. Net Working Capital and all components thereof Amount for both Systems Groups is deemed final, an adjusting payment shall be determined with respect made to the entire ECS Division (i.e. extent necessary so that the Working Capital Amount for all customers each Systems Group as of the ECS Division consistent with Closed System Time, increased by any payment received by (or decreased by any payment made by) the Systems Groups or the Partners under this Section 121.5(d), and in the manner set forth on Schedule 5are equal. If at any time (regardless whether it is at the end calculation of a calendar month) Net the Working Capital Amounts for both Systems Groups are deemed final prior to the Closing, then any adjusting payment shall be made by making appropriate credits and debits for the ECS Division is greater than $2,000,000, EMS shall provide notice to Sensata along with an ECS Division Net account of each Systems Group within three (3) Business Days after the calculation of the Working Capital statement setting forth EMS’ good faith determination Amounts for both Systems Groups are deemed final. If the calculation of Net Working Capital as Amount for either Systems Group is deemed final after the Closing, then any adjusting payment shall be made in cash by the appropriate Partner to the other Partner at a mutually convenient time and place within three (3) Business Days after the calculation of the Working Capital Amounts for both Systems Groups are deemed final. The amount of any particular date (in the manner set forth on Schedule 5) (each, a “Net Working Capital Statement”). The timing for responding payment to such statement and the procedures for resolving disputes as set forth in Section 4 with respect to the P&L Statement shall apply to the Net Working Capital Statement contemplated by this Section 5(a). Following final resolution of the Net Working Capital Statement (including all components thereof) and any disputes related thereto (in accordance with the timing and procedures set forth in Section 4), if the Net Working Capital (as finally determined) is greater than Two Million Dollars ($2,000,000), then Sensata shall pay to EMS an amount (the “Net Working Capital Surplus”) equal to the difference between the Net Working Capital (as finally determined) minus, $2,000,000. All payments by Sensata be made pursuant to this Section 5 1.5(d) shall be treated as bear interest from and including the purchase price for raw materials inventory Closed Systems Date to but excluding the date of EMS’ ECS Division with payment at a carrying value rate per annum equal to the amount rate of such payments. All raw materials inventory purchased interest per annum publicly announced from time to time by Sensata pursuant to this Section 5 shall only be used JPMorgan Chase Bank as its prime rate in ECS Products that will be supplied to Sensata. All payments by Sensata pursuant to this Section 5 shall be setoff and applied against any amount otherwise payable by Sensata for ECS Products constituting finished goods inventory which are purchased by Sensata from EMS’ ECS Divisioneffect at its principal office in New York City (the “Prime Rate”).

Working Capital. (a) The parties hereto acknowledge Prior to the Closing Date, Xxxxx has delivered to Seller a written statement (the “Pre-Closing Statement”) setting forth in reasonable detail Buyer’s good faith calculation, together with reasonable supporting calculations and agree that during the term documents, of this Agreement, the ECS Division shall at no time have Net (i) estimated Working Capital (as defined below) greater than Two Million Dollars ($2,000,000). For purposes of this Agreement, the “Net Estimated Working Capital” means Inventory ”) and (ii) the resulting calculation of the ECS Division; providedestimated Pro Rata Working Capital Amount (the “Estimated Pro Rata Working Capital Amount”). (b) Within ten (10) days after the Closing Date, howeverBuyer will deliver to Seller a written statement (the “Closing Statement”), if Current Liabilities setting forth Buyer’s good faith calculation, together with reasonable supporting calculations, documentation and any additional information reasonably requested by Seller, of the ECS Division exceed $500,000 in the aggregate, then “Net Working Capital” shall mean (i) Inventory of the ECS Division minus (ii) Current Liabilities of the ECS Division. For purposes of this Agreement, “Current Liabilities” means the sum of (a) current accounts payable and (b) current accrued liabilities. Net Working Capital and all components thereof shall be determined with respect to the entire ECS Division (i.e. for all customers of the ECS Division consistent with Section 12), and in the manner set forth on Schedule 5. If at any time (regardless whether it is at the end of a calendar month) Net Working Capital for the ECS Division is greater than $2,000,000, EMS shall provide notice to Sensata along with an ECS Division Net Working Capital statement setting forth EMS’ good faith determination of Net Working Capital as of any particular date (in the manner set forth on Schedule 5) (each, a “Net Working Capital Statement”). The timing for responding to such statement and the procedures for resolving disputes as set forth in Section 4 with respect to the P&L Statement shall apply to the Net Working Capital Statement contemplated by this Section 5(a). Following final resolution of the Net Working Capital Statement (including all components thereof) and any disputes related thereto (in accordance with the timing and procedures set forth in Section 4), if the Net Working Capital (as finally determined) is greater than Two Million Dollars ($2,000,000), then Sensata shall pay to EMS an amount (the “Net Working Capital Surplus”) equal to the difference between the Net Working Capital (as finally determined) minus, $2,000,000. All payments by Sensata determined pursuant to this Section 5 shall be treated 2.3, “Final Working Capital”) and (ii) the resulting calculation of the Pro Rata Working Capital Amount (as the purchase price for raw materials inventory of EMS’ ECS Division with a carrying value equal to the amount of such payments. All raw materials inventory purchased by Sensata finally determined pursuant to this Section 5 2.3, “Final Pro Rata Working Capital Amount”). Seller shall only be used have ten (10) business days after the later of (x) receipt of the Closing Statement and (y) delivery of the Delivered Financials in ECS Products that will be supplied accordance with Section 5.3(b) (the “Review Period”) to Sensatareview the calculation of Working Capital and the Pro Rata Working Capital Amount set forth therein. During the Review Period, Seller shall have the right to review the supporting documentation regarding the calculation of Working Capital and the Pro Rata Working Capital Amount, upon written request and solely for purposes reasonably related to determination of such amounts. Prior to the expiration of the Review Period, Seller may dispute in good faith the calculation of Working Capital and resulting calculation of the Pro Rata Working Capital Amount by written notice to Buyer (the “Dispute Notice”) setting forth in reasonable detail the amount, nature and basis of Seller’s dispute (the “Disputed Items”) with Buyer’s calculations resulting in such Working Capital and Pro Rata Working Capital Amount. All payments by Sensata pursuant items in the Closing Statement for which Xxxxxx either agrees with or does not expressly dispute in the Dispute Notice prior to this Section 5 the expiration of the Review Period shall be setoff final and applied against any amount otherwise payable by Sensata for ECS Products constituting finished goods inventory which are purchased by Sensata from EMS’ ECS Divisionbinding on the Parties.

Working Capital. (a) The parties hereto acknowledge and agree that during Within 30 days following the term of this AgreementClosing Date, the ECS Division shall at no time have Net Surviving Company will prepare a balance sheet of the Surviving Company as of the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet will be prepared in accordance with Sub 1's or Sub 2's internal and actual accounting practices as of June 30, 1999, whether in accordance with GAAP or otherwise. In the event that the Closing Balance Sheet states that the Actual Working Capital (as defined below) greater was less than Two Million Dollars ($2,000,000). For purposes of this Agreement, “Net the Working Capital” means Inventory of the ECS Division; provided, however, if Current Liabilities of the ECS Division exceed $500,000 in the aggregateCapital Target, then “Net the Surviving Company will deliver a written notice (the "Working Capital” shall mean (iCapital Adjustment Notice") Inventory of to Seller setting forth the ECS Division minus (ii) Current Liabilities of the ECS Division. For purposes of this Agreement, “Current Liabilities” means the sum of (a) current accounts payable and (b) current accrued liabilities. Net Actual Working Capital and all components thereof shall be determined with respect the Working Capital Adjustment due to the entire ECS Division (i.e. for all customers of Surviving Company from Seller; PROVIDED, HOWEVER, the ECS Division consistent with Section 12), and in parties acknowledge that the manner set forth on Schedule 5. If at any time (regardless whether it is at the end of a calendar month) Net Working Capital for the ECS Division is greater than $2,000,000, EMS shall provide notice to Sensata along with an ECS Division Net Working Capital statement setting forth EMS’ good faith determination of Net Working Capital as of any particular date (in the manner set forth on Schedule 5) (each, a “Net Working Capital Statement”). The timing for responding to such statement and the procedures for resolving disputes as set forth in Section 4 with respect to the P&L Statement shall apply to the Net Working Capital Statement contemplated by this Section 5(a). Following final resolution of the Net Working Capital Statement (including all components thereof) and any disputes related thereto (Target was prepared in accordance with Sub 1's or Sub 2's internal and actual accounting practices as of June 30, 1999, whether in accordance with GAAP or otherwise. In the timing and procedures set forth in Section 4), if event that the Net Actual Working Capital (as finally determined) is greater more than Two Million Dollars ($2,000,000)the Working Capital Target, then Sensata shall pay to EMS an amount (the “Net Seller will deliver a Working Capital Surplus”) equal Adjustment Notice to Buyer setting forth the difference between the Net Actual Working Capital (as finally determined) minus, $2,000,000and the Working Capital Adjustment due to Seller from the Surviving Company. All payments by Sensata Any amounts due pursuant to this Section 5 shall 2(g)(i) will be treated paid in cash to the Surviving Company or Seller, as the purchase price for raw materials inventory case may be, within 15 business days after delivery of EMS’ ECS Division with a carrying value equal the Working Capital Adjustment Notice; PROVIDED, HOWEVER, that if the party obligated to make such payment disputes any portion of the amount Working Capital Adjustment Notice, no such disputed amounts will be required to be paid until the resolution of such payments. All raw materials inventory purchased by Sensata pursuant to this dispute in accordance with Section 5 shall only be used in ECS Products that 2(g)(ii), whereupon any amounts due will be supplied to Sensata. All payments by Sensata pursuant to this Section 5 shall paid within five business days of such resolution, provided that all undisputed amounts will be setoff and applied against any amount otherwise payable by Sensata for ECS Products constituting finished goods inventory which are purchased by Sensata from EMS’ ECS Divisionpromptly paid.

Working Capital. Within one hundred twenty (a120) days following the Closing Date, the Buyer shall deliver to Parent a balance sheet of the Company (in its final and binding form, the “Closing Balance Sheet”) setting forth the Net Working Capital of the Company as of the close of business on the Business Day immediately preceding the Closing Date (the “Closing Net Working Capital”). The parties hereto acknowledge Closing Balance Sheet shall include all Current Assets and agree that during Current Liabilities, together with all known adjustments required in a year-end closing of the term of books and, except as otherwise specified in this Agreement, shall be prepared in a manner consistent with past practices. The Closing Balance Sheet will exclude any of the ECS Division Company’s accounts receivable as of the Closing Date that are not collected within one hundred twenty (120) days after the Closing Date. Parent shall at no time have cooperate with Buyer as reasonably requested in connection with the preparation of the Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties ten (10) days following the Parent’s receipt thereof, unless Parent shall give written notice of its disagreement with the calculation of the Closing Net Working Capital set forth in the Closing Balance Sheet (a “Notice of Disagreement”) to the Buyer on or prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. If a timely Notice of Disagreement is received by Buyer, then the Closing Balance Sheet (as defined revised in accordance with clause (x) or (y) below) greater than Two Million Dollars ($2,000,000). For purposes of this Agreement, “Net Working Capital” means Inventory of shall become final and binding upon the ECS Division; provided, however, if Current Liabilities of parties on the ECS Division exceed $500,000 in the aggregate, then “Net Working Capital” shall mean (i) Inventory of the ECS Division minus (ii) Current Liabilities of the ECS Division. For purposes of this Agreement, “Current Liabilities” means the sum earliest of (ax) current accounts payable and (b) current accrued liabilities. Net Working Capital and all components thereof shall be determined the date the parties resolve in writing any differences they have with respect to the entire ECS Division (i.e. for all customers of the ECS Division consistent with Section 12), and matters specified in the manner set forth on Schedule 5Notice of Disagreement or (y) the date all matters in dispute are finally resolved by the Arbitrator. If at any time During the thirty (regardless whether it is at the end 30) days following delivery of a calendar month) Net Working Capital for Notice of Disagreement, the ECS Division is greater than $2,000,000, EMS parties shall provide notice to Sensata along with an ECS Division Net Working Capital statement setting forth EMS’ seek in good faith determination of Net Working Capital as of to resolve in writing any particular date (in the manner set forth on Schedule 5) (each, a “Net Working Capital Statement”). The timing for responding to such statement and the procedures for resolving disputes as set forth in Section 4 differences that they may have with respect to the P&L Statement matters specified in the Notice of Disagreement. Following delivery of a Notice of Disagreement, Buyer and its agents and representatives shall apply review the Company’s and its representatives’ working papers relating to the Notice of Disagreement. At the end of the thirty (30)-day period referred to above, the parties shall submit to binding arbitration before Gxxxx Xxxxxxxx in Boston, Massachusetts (the “Arbitrator”); provided Gxxxx Xxxxxxxx does not perform in any manner, and it has never performed in any manner, any auditing, accounting or other financial or consulting work on behalf of any of the parties hereto or their Affiliates, for review and resolution of all matters (but only such matters) which remain in dispute and which were properly included in the Notice of Disagreement, and the Arbitrator shall make a final determination of the Closing Net Working Capital Statement contemplated by this Section 5(a). Following final resolution of the Net Working Capital Statement (including all components thereof) and any disputes related thereto (in accordance with the timing guidelines and procedures set forth in Section 4this Agreement. If Gxxxx Xxxxxxxx does not meet the above requirements, the Parent and the Buyer shall select in good faith another independent national accounting firm that has never performed any work for, or on behalf of, any of the parties hereto or their Affiliates, to act as the Arbitrator pursuant to the terms hereof. In resolving any matters in dispute, the Arbitrator may not assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or Parent, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or Parent, on the other hand. The Arbitrator’s determination will be based solely on presentations made by Buyer and Parent and in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review), if . The Closing Balance Sheet and the determination of the Closing Net Working Capital shall become final and binding on the parties on the date the Arbitrator delivers his final resolution in writing to the parties (as finally determinedwhich final resolution shall be delivered not more than forty-five (45) is greater than Two Million Dollars ($2,000,000days following submission of such disputed matters). The fees and expenses of the Arbitrator, then Sensata shall pay to EMS an amount (in making the “final determination of the Closing Net Working Capital Surplus”) equal to the difference between the Net Working Capital (as finally determined) minusCapital, $2,000,000. All payments by Sensata pursuant to this Section 5 shall be treated as shared equally by the purchase price for raw materials inventory of EMS’ ECS Division with a carrying value equal to Buyer and the amount of such payments. All raw materials inventory purchased by Sensata pursuant to this Section 5 shall only be used in ECS Products that will be supplied to Sensata. All payments by Sensata pursuant to this Section 5 shall be setoff and applied against any amount otherwise payable by Sensata for ECS Products constituting finished goods inventory which are purchased by Sensata from EMS’ ECS DivisionParent.

Working Capital. The Parties acknowledge that the sole purpose of the working capital adjustment set forth in this Section 2.05 is to adjust for changes in relative levels of working capital of the Company from March 31, 2014 to the Closing Date; and, accordingly, the Closing Working Capital will be calculated using the Accounting Policies applied in a manner consistent with the application of such Accounting Policies in the calculation of the Target Working Capital and will not take into account any changes in accounting treatment or policy that would be required under GAAP from and after March 31, 2014. (i) The text of Section 2.06(a) is deemed amended and restated in its entirety to read as follows: (a) The parties hereto acknowledge For the period beginning on the first day of the first month beginning immediately following the Closing Date and agree ending on the date that during is thirty-six (36) months thereafter (the term “Earnout Period”) provided that if the Closing Date is on the first day of this Agreementa month, then the Earnout period shall begin on the Closing Date, Sellers shall be entitled to annual earnout payments (the “Earnout Payments”) as and to the extent provided for herein; prior to the Payout, the ECS Division shall at no time have Net Working Capital (as defined below) greater than Two Million Dollars ($2,000,000). For purposes of this Agreement, “Net Working Capital” means Inventory portion of the ECS Division; provided, however, if Current Liabilities of the ECS Division exceed $500,000 in the aggregate, then “Net Working Capital” shall mean (i) Inventory of the ECS Division minus (ii) Current Liabilities of the ECS Division. For purposes of this Agreement, “Current Liabilities” means the sum of (a) current accounts payable and (b) current accrued liabilities. Net Working Capital and all components thereof Earnout Payments attributable to each Seller shall be determined with respect to the entire ECS Division (i.e. for all customers of the ECS Division consistent with Section 12), and in the manner as set forth on Schedule 5Sections 2.06(a)(i) of the Company Disclosure Schedules and from and after the Payout, the portion of the Earnout Payments attributable to each Seller shall be as set forth on Sections 2.06(a)(i) of the Company Disclosure Schedules (the portion attributable to each Seller, such Seller’s “Earnout Pro Rata Portion”). If at any time Any Earnout Payments due hereunder shall be made no later than ninety (regardless whether it is at 90) calendar days following the end of a calendar monththe applicable annual twelve (12) Net Working Capital for month period (the ECS Division is greater than $2,000,000“Annual Earnout Payment Period”) to which such Earnout Payment relates. Notwithstanding the foregoing, EMS any Earnout Payments otherwise due and payable hereunder shall provide notice to Sensata along with an ECS Division Net Working Capital statement setting forth EMS’ good faith determination of Net Working Capital as of any particular date (in the manner set forth on Schedule 5) (each, a “Net Working Capital Statement”). The timing for responding to such statement and the procedures for resolving disputes as set forth in Section 4 with respect be subject to the P&L Statement shall apply to the Net Working Capital Statement contemplated by this Section 5(a). Following final resolution of the Net Working Capital Statement (including all components thereof) deductions and any disputes related thereto (offsets in accordance with the timing Section 2.05(f)(2) and procedures set forth in Section 4), if the Net Working Capital 9.04.” (as finally determinedj) The text of Section 6.01(b) is greater than Two Million Dollars deemed amended by deletion of the words “($2,000,000)and such distributions of Cash and Cash Equivalents by the Company, then Sensata for the avoidance of doubt, shall pay to EMS an amount (the “Net Working Capital Surplus”) equal to the difference between the Net Working Capital (as finally determined) minus, $2,000,000. All payments by Sensata pursuant to this Section 5 shall be treated as the purchase price for raw materials inventory of EMS’ ECS Division with a carrying value equal to reduce the amount of such payments. All raw materials inventory purchased by Sensata pursuant the Closing Cash Balance)” (k) Section 2.06(a) of the Disclosure Schedules is deemed amended and restated in its entirety to this Section 5 shall only be used in ECS Products that will be supplied to Sensata. All payments by Sensata pursuant to this Section 5 shall be setoff and applied against any amount otherwise payable by Sensata for ECS Products constituting finished goods inventory which are purchased by Sensata from EMS’ ECS Divisionread as attached as Exhibit A hereto.

Working Capital. (a) The parties hereto acknowledge and agree that during Sellers shall deliver to Purchaser, no later than the term of this Agreementtenth Business Day prior to the Closing Date, the ECS Division shall at no time have Net Working Capital (as defined below) greater than Two Million Dollars ($2,000,000). For purposes of this Agreement, “Net Working Capital” means Inventory of the ECS Division; provided, however, if Current Liabilities of the ECS Division exceed $500,000 in the aggregate, then “Net Working Capital” shall mean (i) Inventory Sellers' written calculation of Closing WC, which calculation shall be (A) an estimate of Closing WC as of the ECS Division minus Closing Date, (B) in accordance with GAAP, (C) prepared in good faith and based upon reasonable assumptions, and (D) consistent with Sellers' past accounting practices, and (ii) Current Liabilities all of Sellers' work papers and other relevant data created or used in connection with the ECS Divisionpreparation of such calculation. For purposes Notwithstanding any provision of this AgreementAgreement to the contrary, “Current Liabilities” means the sum Closing WC shall be calculated by only including the assets and liabilities specified in the definition of (a) current accounts payable and Closing WC on Schedule 1.1(b). (b) current accrued liabilities. Net Working Capital If Sellers and all components thereof shall be determined with respect Purchaser agree on the Closing WC by five Business Days prior to the entire ECS Division (i.e. Closing Date, the amount thereof will be rolled forward day-to-day to reflect any deviations from the agreed estimate, and will be, if agreed by Sellers and Purchaser, the Closing WC for all customers purposes under this Agreement. If Sellers and Purchaser are unable to so agree by five Business Days prior to the Closing, they will use good faith efforts during the five Business Day period thereafter (the "WC Resolution Period") to seek to resolve any differences they may have. If Sellers and Purchaser cannot reach written agreement during the WC Resolution Period, their disagreements, limited to those issues still in dispute, will be submitted by the parties for determination by the Bankruptcy Court. (c) During the period beginning on the date of delivery of Sellers' calculation of Closing WC and ending on the Closing Date (including the WC Resolution Period, if necessary), Sellers will provide to Purchaser such reasonable access to financial and other information of the ECS Division consistent with Section 12), and Business as it may request in the manner set forth on Schedule 5. If at any time (regardless whether it is at the end of a calendar month) Net Working Capital for the ECS Division is greater than $2,000,000, EMS shall provide notice to Sensata along with an ECS Division Net Working Capital statement setting forth EMS’ good faith determination of Net Working Capital as of any particular date (in to assess the manner set forth on Schedule 5) (each, a “Net Working Capital Statement”). The timing for responding to such statement and the procedures for resolving disputes as set forth in Section 4 with respect to the P&L Statement shall apply to the Net Working Capital Statement contemplated by this Section 5(a). Following final resolution of the Net Working Capital Statement (including all components thereof) and any disputes related thereto (Closing WC in accordance with the timing and procedures set forth in Section 4), if the Net Working Capital (as finally determined) is greater than Two Million Dollars ($2,000,000), then Sensata shall pay to EMS an amount (the “Net Working Capital Surplus”) equal to the difference between the Net Working Capital (as finally determined) minus, $2,000,000. All payments by Sensata pursuant to this Section 5 shall be treated as the purchase price for raw materials inventory of EMS’ ECS Division with a carrying value equal to the amount of such payments. All raw materials inventory purchased by Sensata pursuant to this Section 5 shall only be used in ECS Products that will be supplied to Sensata. All payments by Sensata pursuant to this Section 5 shall be setoff and applied against any amount otherwise payable by Sensata for ECS Products constituting finished goods inventory which are purchased by Sensata from EMS’ ECS Division8.1.

Working Capital. (a) At Closing, PNE shall deliver to NextMedia Outdoor a true, correct and complete detailed statement (certified by a duly authorized financial officer of PNE) as of the Closing Date of (i) each Account Receivable (the "Receivable Statement"), which Receivable Statement also shall include prepaid items and deposits relating to the operation of the Business and (ii) each account payable of the Business (the "Payable Statement") (it being expressly acknowledged by PNE that none of the accounts payable reflected on the Payable Statement have payment terms greater than 180 days). The parties hereto "Preliminary Working Capital Amount" shall be the difference between the Receivable Statement and the Payable Statement delivered in accordance with this Section 9.16. NextMedia ------------ Outdoor and PNE hereby acknowledge and agree that during for the term of this Agreementeighteen (18) month period following the Closing Date (the "Collection and Payment Period"), NextMedia Outdoor shall, on PNE's behalf, (A) use its commercially reasonable efforts to collect the ECS Division shall at no time have Net Working Capital (as defined below) greater than Two Million Dollars ($2,000,000). For purposes of this Agreement, “Net Working Capital” means Inventory of Accounts Receivable set forth on the ECS DivisionReceivable Statement in accordance with NextMedia Outdoor's customary billing and collection practices; provided, however, if Current Liabilities that NextMedia Outdoor shall have no obligation to -------- ------- commence litigation, employ counsel or engage the services of a collection agency to effect such collection nor shall NextMedia Outdoor have any obligation to compromise, adjust, concede or settle any account receivable generated after the ECS Division exceed $500,000 Closing Date, or otherwise grant any credit or allowance, to effect the collection of an Account Receivable and (B) pay the accounts payable set forth on the Payable Statement in accordance with their terms (it being agreed and understood that notwithstanding the aggregate, then “Net Working Capital” shall mean (iprovisions of Sections 2.2(e) Inventory of the ECS Division minus (iiand --------------- 2.5(b)(viii) Current Liabilities of the ECS Division. For purposes of this Agreement, “Current Liabilities” means that NextMedia Outdoor shall have the sum right to ------------ use the Accounts Receivable collected by NextMedia Outdoor pursuant to this Section 9.16(a) for the duration of (athe Collection and Payment Period) current accounts payable and (b) current accrued liabilities. Net Working Capital and all components thereof shall be determined --------------- further may use any amounts related to a prepaid item or to a deposit made by PNE with respect to the entire ECS Division (i.e. for all customers operation of the ECS Division consistent with Section 12)Business prior to the Closing Date. Notwithstanding the foregoing, and in the manner set forth on Schedule 5. If at event that PNE receives any time (regardless whether it is at the end of a calendar month) Net Working Capital for the ECS Division is greater than $2,000,000, EMS shall provide notice amounts due to Sensata along with an ECS Division Net Working Capital statement setting forth EMS’ good faith determination of Net Working Capital as of any particular date (in the manner set forth on Schedule 5) (each, a “Net Working Capital Statement”). The timing for responding to such statement and the procedures for resolving disputes as set forth in Section 4 PNE with respect to the P&L Statement Accounts Receivable, or receives any refund of a prepaid item or a deposit, during the Collection and Payment Period, PNE shall apply remit any and all such amounts to NextMedia Outdoor within five (5) Business Days after receipt thereof to an account or accounts designated by NextMedia Outdoor. In addition, in the event that PNE receives any invoice or other notice with respect to the Net Working Capital Statement contemplated by this Section 5(a). Following final resolution of accounts payable listed on the Net Working Capital Statement (including all components thereof) and any disputes related thereto (in accordance with the timing and procedures set forth in Section 4)Payable Statement, if the Net Working Capital (as finally determined) is greater than Two Million Dollars ($2,000,000), then Sensata PNE shall pay promptly deliver such invoice or notice to EMS an amount (the “Net Working Capital Surplus”) equal to the difference between the Net Working Capital (as finally determined) minus, $2,000,000. All payments by Sensata pursuant to this Section 5 shall be treated as the purchase price NextMedia Outdoor for raw materials inventory of EMS’ ECS Division with a carrying value equal to the amount of such payments. All raw materials inventory purchased by Sensata pursuant to this Section 5 shall only be used in ECS Products that will be supplied to Sensata. All payments by Sensata pursuant to this Section 5 shall be setoff and applied against any amount otherwise payable by Sensata for ECS Products constituting finished goods inventory which are purchased by Sensata from EMS’ ECS Divisionpayment.

Working Capital. (a) The parties hereto From and after the STC Transfer Date through the Closing Date, HAT agrees to make advances to STCBV Sub for the working capital requirements of STCBV Sub in connection with the business and operations of the Burlington Stations during such period (each a "Working Capital Advance"), as STC may request from time to time. In order to request a Working Capital Advance, STCBV Sub shall deliver written notice to HAT at least three (3) business days prior to the proposed date of the Working Capital Advance, signed by or on behalf of STCBV Sub, and specifying the following information: (i) the date of such Working Capital Advance, (ii) the amount of such Working Capital Advance (which amount shall not be less than Two Hundred and Fifty Thousand Dollars ($250,000)), and (iii) the number and location of the account to which funds are to be disbursed. Upon receipt of any such notice, HAT shall deliver the amount of the Working Capital Advance to STCBV Sub, by wire transfer of federal funds to the account specified in such notice and within three (3) business days following the date specified in such notice. (b) STCBV Sub and HAT acknowledge and agree that during the term of this Agreement, the ECS Division shall at no time have Net each Working Capital Advance shall be used by STCBV Sub for general working capital purposes in the business and operations of the Burlington Stations from and after the STC Transfer Date through the Closing Date, which shall include, without limitation (i) payments of any proration amounts owed by STCBV Sub under the Sincxxxx Xxxeement, (ii) fees under that certain TBA Agreement (as defined below) greater than Two Million Dollars ($2,000,000). For purposes of this Agreement, “Net Working Capital” means Inventory of the ECS Division; provided, however, if Current Liabilities of the ECS Division exceed $500,000 in the aggregate, then “Net Working Capital” shall mean (i) Inventory of the ECS Division minus (ii) Current Liabilities of the ECS Division. For purposes of this Agreement, “Current Liabilities” means the sum of (a) current accounts payable and (b) current accrued liabilities. Net Working Capital and all components thereof shall be determined with respect to the entire ECS Division (i.e. for all customers of the ECS Division consistent with Section 12Sincxxxx Xxxeement), and (iii) interest payments arising under the Burlington Financing Amount. STCBV Sub acknowledges and agrees that in the manner set forth on Schedule 5. If at event this Agreement is terminated as provided in Section 11.2, STCBV Sub agrees to reimburse HAT for any time (regardless whether it is at the end of a calendar month) Net Working Capital for the ECS Division is greater than $2,000,000, EMS shall provide notice to Sensata along with an ECS Division Net Working Capital statement setting forth EMS’ good faith determination of Net Working Capital as of any particular date (in the manner set forth on Schedule 5) (each, a “Net Working Capital Statement”). The timing for responding to such statement and the procedures for resolving disputes as set forth in Section 4 with respect to the P&L Statement shall apply to the Net Working Capital Statement contemplated Advances provided by this Section 5(a). Following final resolution of the Net Working Capital Statement (including all components thereof) and any disputes related thereto (in accordance with the timing and procedures set forth in Section 4), if the Net Working Capital (as finally determined) is greater than Two Million Dollars ($2,000,000), then Sensata shall pay to EMS an amount (the “Net Working Capital Surplus”) equal to the difference between the Net Working Capital (as finally determined) minus, $2,000,000. All payments by Sensata HAT pursuant to this Section 5 shall be treated as the purchase price for raw materials inventory of EMS’ ECS Division with a carrying value equal to the amount of such payments. All raw materials inventory purchased by Sensata pursuant to this Section 5 shall only be used in ECS Products that will be supplied to Sensata. All payments by Sensata pursuant to this Section 5 shall be setoff and applied against any amount otherwise payable by Sensata for ECS Products constituting finished goods inventory which are purchased by Sensata from EMS’ ECS Division2.14.