Calculation of Tangible Net Worth Clause Samples

Calculation of Tangible Net Worth. The BORROWER and the BANK agree that the SUBORDINATED NOTE shall contain subordination language satisfactory to the BANK in its sole discretion and shall provide for repayment of principal and interest solely by the conversion of the SUBORDINATED NOTE into either subordinated Series C Preferred Stock or subordinated Capital Stock. The BORROWER and the BANK agree that the amount of the indebtedness evidenced by the SUBORDINATED NOTE shall be included in any calculation of “Tangible Net Worth” for the purpose of determining compliance by the BORROWER with the Tangible Net Worth financial covenant set forth in Section 10.1(h)(iii) of the LC AGREEMENT.

Calculation of Tangible Net Worth. For purposes of this Section 2, the Acquired Companies' "tangible net worth as of the Closing Date" shall mean and be equal to the aggregate net book value of all of the Acquired Companies' Assets reflected on the Combined Closing Balance Sheet less (i) those Assets which are Intangibles and (ii) the aggregate net book value of all Obligations of the Acquired Companies reflected on the Combined Closing Balance Sheet, subject to the following exclusions: (a) The calculation of tangible net worth as of the Closing Date shall not include any intercompany Obligations (i.e. Obligations of an Acquired Company to any other member or affiliate of the LP Group Companies and the Obligations of any other member or affiliate of the LP Group Company to an Acquired Company), all of which shall be satisfied in full prior to Closing in accordance with Section 5.5(f); and (b) The calculation of tangible net worth as of the Closing Date shall not include those contingent Obligations of the Acquired Companies reflected on the Combined Closing Balance Sheet (the "Excluded Liabilities") (i) that Seller irrevocably agrees to discharge in and pursuant to an assumption agreement with Buyer in the form attached hereto as EXHIBIT 2.5.1(b)(i) (the "Seller's Assumption Agreement") and (ii) for which Seller deposits an amount equal to the amount reserved for such Obligations on the Combined Closing Balance Sheet (the "Reserved Amount") into escrow under and pursuant to an escrow agreement in the form attached hereto as EXHIBIT 2.5.1(b)(ii) (the "Excluded Liabilities Escrow Agreement").

Calculation of Tangible Net Worth. Total Assets MINUS Total Liabilities ______________________ LESS: goodwill ______________________ organizational expenses ______________________ pre-paid expenses ______________________ deferred charges, etc. ______________________ leasehold expenses ______________________ all other ______________________ callable/redeemable preferred stock ______________________ officer, employee, director, stockholder and affiliate receivables ______________________ Total Tangible Net Worth ====================== Attached hereto are Financial Statements as of and for the end of the fiscal ended on the applicable date, as required by Section 7.1 of the Inventory and Working Capital Financing Agreement. Submitted by: Western Micro Technology, Inc. By: __________________________________ Print Name: __________________________ Title: _______________________________ IWCF ATTACHMENT D TO INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT ("IWCF AGREEMENT") Takeout Advance Option IWCF TAKEOUT ADVANCE Schedule of Repayments for Western Micro Technology, Inc. * Number of payments will be ten (10) with the following percents of the Takeout Advance amount due on the payment dates indicated below: Percent of Takeout Payment # Payment Date Advance Amount Due --------- ------------ ------------------

Calculation of Tangible Net Worth. Total Assets MINUS Total Liabilities _______________________ LESS: goodwill _______________________ organizational expenses _______________________ pre-paid expenses _______________________ deferred charges, etc. _______________________ leasehold expenses _______________________ all other _______________________ callable/redeemable preferred stock _______________________ officer, employee, director, stockholder _______________________ and affiliate receivables Total Tangible Net Worth ======================= Attached hereto are Financial Statements as of and for the end of the fiscal _____________ ended on the applicable date, as required by Section 7.1 of the Inventory and Working Capital Financing Agreement. Submitted by: ----------------------------------------- (Customer Name) By:______________________________________ Print Name:______________________________ Title:___________________________________ IWCF ATTACHMENT E TO INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT ("IWCF AGREEMENT")

Calculation of Tangible Net Worth. As soon as practicable, but in no --------------------------------- event later than 90 days after the Closing Date, Buyer shall deliver a computation of Tangible Net Worth as of September 30, 1999 ("September 30 ------------ Tangible Net Worth") and a computation of Tangible Net Worth as of the ------------------ Closing Date ("Closing Date Tangible Net Worth"). For purposes of this ------------------------------- Agreement, "Tangible Net Worth" shall mean the Transferred Assets and all ------------------ assets of the Companies (excluding in each case all intangible assets) minus all liabilities of the Division and the Companies. Except as otherwise provided below, Tangible Net Worth shall be determined in accordance with generally accepted United States accounting principles ("GAAP"). For purposes ---- of calculating Tangible Net Worth, liabilities shall not include any liabilities that this Agreement expressly provides shall be retained or discharged by Sellers. In addition, Tangible Net Worth shall reflect all Assumed Liabilities and all Liabilities of the Companies, but shall not include any Excluded Assets, any liabilities of the Division other than the Assumed Liabilities, any current or non-current deferred tax assets, any current or non-current deferred tax liabilities, any intangible assets or any Liabilities for the matters referred to in Section 2.8(h)(i) and Section 2.8(h)(ii).

Calculation of Tangible Net Worth. Total Assets MINUS Total Liabilities 3,843,113 ----------------------- LESS: goodwill ----------------------- organizational expenses ----------------------- pre-paid expenses 215,253 ----------------------- deferred charges, etc. ----------------------- leasehold expenses 57,944 ----------------------- all other 87,479 ----------------------- callable/redeemable preferred stock ----------------------- officer, employee, director, stockholder 35,023 and affiliate receivables ----------------------- Total Tangible Net Worth 3,447,414 ======================= Attached hereto are Financial Statements as of and for the month of August 31, 1996 ended on the applicable date, as required by Section 7.1 of the Inventory and Working Capital Financing Agreement. Submitted by: Info Tech ----------------------------------------- (Customer Name) By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ------------------------------------- Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ----------------------------- Title: Vice President ---------------------------------- IWCF ATTACHMENT E TO INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT ("IWCF AGREEMENT") AUTHORIZED SUPPLIERS Ingram Alliance ▇▇▇▇▇▇ Micro Lexmark International Merisel Microage IBM Marketing eps PIA Technology PCC (IBM) Pennant (IBM)

Calculation of Tangible Net Worth. Total Assets MINUS Total Liabilities ______________________ LESS: goodwill ______________________ organizational expenses ______________________ pre-paid expenses ______________________ deferred charges, etc. ______________________ leasehold expenses ______________________ all other ______________________ callable/redeemable preferred stock ______________________ officer, employee, director, stockholder ______________________ and affiliate receivables Total Tangible Net Worth ====================== Attached hereto are Financial Statements as of and for the end of the fiscal __________ ended on the applicable date, as required by Section 7.1 of the Inventory and Working Capital Financing Agreement. Submitted by: ___________________________________________ (Customer Name) By: _______________________________________ Print Name: _______________________________ Title: ____________________________________ IWCF ATTACHMENT E TO INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT ("IWCF AGREEMENT") Pulsar Data Systems, Incorporated AUTHORIZED SUPPLIERS Access Graphics ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇ (AST) ▇▇▇▇▇▇ Cabletron Systems, Inc. Compaq Comstor Comtech Micro Systems, Inc. Digital Dell Computer Systems Diamond Flower Electric Dolch American Instruments, Inc. Decision Support Systems, Inc. First Source International Gates Graphic Technologies ▇▇▇▇▇▇ Alliance Int'l Computer Graphics, Inc. Inacom ▇▇▇▇▇▇ Lexmark Matrix Marketing, Inc. Megahertz Merisel Microage Memory products and More ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Nippon Electric Company (NEC) International Business Machines (IBM) IMB Personal Computer Company (PCC) Powerstar, Inc. Procom Technology PC Wholesale QMS Robec SDI Southern Electronics Corp. (SED) Simple Technology Sony Southland Micro Systems Storage Dimensions Sun Microsystems Tech Data Toshiba Viking Components, Inc. Zenith Data Systems IWCF ATTACHMENT G TO INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT ("IWCF AGREEMENT") CERTIFICATE OF LOCATION OF COLLATERAL The undersigned, the Chief Executive Officer of Pulsar Data Systems, hereby certifies with reference to the Inventory and Working Capital Financing Agreement, dated October 19. 1997, between Pulsar Data Systems and IBM Credit Corporation as follows: a) The following are all the locations where Pulsar Data Systems presently keeps or sells inventory, equipment or other tangible Collateral: LOCATION LEASE (YES/NO) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, MD 20706 YES ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇, MD 20706 YES