EBITDA 50

Agreed EBITDA Transaction Multiple 10.0x

Inventory 120

Liquid securities/Cash Equivalents 14

Cash 16

Debt 70

A/Receivables 120

A/Payables 80

Shares Outstanding200

Signing of the SPA is anticipated for June 30th2020;

Closing of the transaction is anticipated for September 30th2020 and the B/S data (above) are as expected at closing;

Company declared dividends of 0.3/share in April 2020; they will be paid in November 2020.

Closing W/C balance is equal to 2x the LTM average. LTM average is what both parties agreed to.

Verification of Company financials at closing showed that the average monthly Capex spent between signing and closing was 80% of the 50/month agreed to and listed as a covenant to in the SPA).

At closing there is a (verifiable) surplus in the Employee Pension Fund of 50.

Target owns 80% of a subsidiary company with a market capitalization (at closing) of 500.

Assuming that the seller and the buyer are both rational individuals and that they will manage to negotiate what economically belongs to each of them ... what will be the:

1. Price listed in the SPA;

1. Will it (point 1 just above) be a Firm Value or Equity Value price listed in the SPA?

1. Ultimate price paid to the seller at/around closing.