EFTA01140445.pdf

DRAFT MUCHNICK, GOLIEB & GOLIEB, P.C. MEMORANDUM TO: Stephen P. Hanson RE: BRG's Obligations to SCG and what it would be if you had stuck to the initial deal FROM: Howard W. Muchnick DATE: May 20, 2013 I'hc original deal: Purchase price 9 x EBITDA. EBITDA was projected to be, with DC3, $20 million. At closing, without DC3, EBITDA was $16,345,900. DC3's EBITDA at closing was $2,748,805, for a total of $19,094,705. Under this scenario, the original deal provided that: Fi rBRSCG would contribute cash of ' Your capital account would be credited with G would borrow At the initial closing, these numbers, should have been: 57,284,115 57,284,115 57,284,115 SCG cash 49,037,700 Your capital 49,037,700 BRG Loan 49,307,700 SCG asked and you agreed, that at the initial closing, BRG borrow $60 million, reducing its cash and your capital by $10,962,300, to $38,075,400. s. HWM HWM/niw p3elia,‘000003945memoN20131obliganons.0520.doc EFTA01140445