FY09 FY10 FY11 FY12 FY13

SPE EBITDA (0.1) 2.9 5.9 9.6 14.9

Acquired EBITDA 2.1 3.1 0.4 1.1
Total 5.0 9.0 10.0 16.0
Amort (3.5) (3.5) (3.5) (3.5)
Earn-out - (1.3) - (0.7)
1.5 4.2 6.5 11.8

Earn-out/acquired 0% 43% 0% 60%

New
Target 11.1 16.1 22.1 30.2
Floor 5.0 7.0 10.0 15.0
Earn-out 4.0 6.0 8.0 10.0 28.0
Earned at old Target 3.3 3.3 3.3 3.3 13.2

% of Incremental to Davies 66% 66% 66% 66%

Old Target 10.0 12.0 15.0 20.0

Old Floor 7.5 9.0 11.3 15.0
Old Earn-out 2.5 3.0 4.0 5.0 14.5

Constraints
Floor is greater than SPE EBITDA (done) Good Good Good Good
We remain EBIT positive Good Good Good Good
Earn-out is less than acquired EBITDA Good Good Good Good
No zone where 100% of EBITDA growth goes to Davies (done) Good Good Good Good
New -- A Old
FY09 FY10 FY11 FY12 FY13
Earn-out Cap $0.0 $4.0 $6.0 $8.0 $10.0 Max Earn-out
Threshold EBITDA $0.0 $5.0 $7.0 $10.0 $15.0 EBITDA Floor
Minimum EBITDA to Fully Earn-out $0.0 $11.1 $16.1 $22.1 $30.2 EBITDA Target
(if all Revenues are from Formats)

0
 New -- B
FY09 FY10 FY11 FY12 FY13 FY09
Max Earn-out $0.0 $2.5 $3.0 $4.0 $5.0 Max Earn-out $0.0
EBITDA Floor $0.0 $7.5 $9.0 $11.3 $15.0 Threshold EBITDA $0.0
EBITDA Target $0.0 $10.0 $12.0 $15.0 $20.0 Lowest EBITDA to Max-out N/A

Highest EBITDA to Max-out N/A

$8.24
$28.24
 FY10 FY11 FY12 FY13
$4.0 $6.0 $8.0 $10.0
$5.0 $7.0 $10.0 $15.0
$10.3 $15.0 $20.7 $28.3

$13.0 $19.0 $26.0 $35.0

$15.74
$35.74
Earn-out Examples

Format Revenues are Greater Format Revenues are Greater Than Format Revenues are Less Than
Than Excess Profits; Cap Applies Excess Profits; Cap Does Not Apply Excess Profits; Cap Does Not Apply

Earn-out Earn-out Earn-out

Value Factor Earn-out Value Factor Earn-out Value Factor Earn-out
EBITDA Threshold $15.0 $15.0 $15.0

EBITDA Achieved $35.0 $25.0 $25.0

Excess Profits $20.0 $10.0 $10.0

Format Revenues $25.0 $15.0 $7.0

Max Applicable Format Revenues $20.0 75% $15.0 $10.0 75% $7.5 $7.0 75% $5.3

Remaining Excess Profits ($5.0) 50% $0.0 ($5.0) 50% $0.0 $3.0 50% $1.5
$15.0 $7.5 $6.8

Cap / Max Earn-Out $10.0 $10.0 $10.0

Earn-out $10.0 $7.5 $6.8

Earn-out Examples

FY10 FY11

Earn-out
Value Factor Earn-out Value
EBITDA Threshold $5.0 $7.0

EBITDA Achieved $35.0 $25.0

Excess Profits $30.0 $18.0

Format Revenues $25.0 $15.0

Max Applicable Format Revenues $25.0 75% $18.8 $15.0

Remaining Excess Profits $5.0 50% $2.5 $3.0

$21.3

Cap / Max Earn-Out $4.0

Earn-out $4.0
 FY11 FY12 FY13

Earn-out Earn-out Earn-out

Factor Earn-out Value Factor Earn-out Value Factor
$10.0 $15.0

$25.0 $25.0

$15.0 $10.0

$7.0 $7.0

75% $11.3 $7.0 75% $5.3 $7.0 75%

50% $1.5 $8.0 50% $4.0 $3.0 50%

$12.8 $9.3

$6.0 $8.0

$6.0 $8.0
FY13

Earn-out

$5.3

$1.5
$6.8

$10.0

$6.8
Threshold 15
Cap 4
Format% 75%
Other % 50%

Total EBITDA 300

Format EBITDA 2

143.0 NO

EBITDA Threshold $15.0

EBITDA Achieved $300.0

Excess Profits $285.0

Format Revenues $2.0

Max Applicable Forma $2.0 75% $1.5

Remaining Excess Prof $283.0 50% $141.5

$143.0

Cap / Max Earn-Out $4.0

Earn-out $4.0