Exhibit 10.3
NET WORKING CAPITAL
AGREEMENT
THIS AGREEMENT is entered into on this ___ day of May, 2009, by and
among BRIMMER COMPANY, LLC, a Minnesota limited liability company
(the "Buyer"), STEN CORPORATION, a Minnesota corporation
(“STEN”), and STENCOR, INC., a Minnesota corporation
and wholly owned subsidiary of STEN (“Old Stencor”, and
each of Old Stencor and Sten, a “Seller” and
collectively, the “Sellers”).
WHEREAS, Buyer and Sellers entered into an Asset Purchase
Agreement, dated November 26, 2008, as amended, (the “Asset
Purchase Agreement”); and
WHEREAS , Section 2.2 of the November 26, 2008 Agreement
required a dollar for dollar adjustment in the Purchase Price for
the difference between $945,000 and the Net Working Capital; and
WHEREAS,
Buyer has Agreed at closing to pay
$500,000 to Seller’s senior lender, LAURUS CAPITAL MANAGEMENT
LLC and its agent LV ADMINISTRATIVE SERVICES INC. in consideration
of release of all security interests in the transferred
assets;
WHEREAS , it has been determined that the value of the
Working Capital will be substantially below $945,000;
NOW, THEREFORE,
based upon the above recitals, the
parties hereto agree as follows:
1.
All capitalized terms used herein
shall have the same meaning given to them in the Asset Purchase
Agreement, unless otherwise defined herein; provided, however, Net
Working Capital shall be defined as the sum of cash available at
closing as determined by the closing agent adjusted to include the
amount equal to the 2008 r
