Locked box mechanism ABA Montreal April 8 th, 2016

Key elements of a Locked Box Mechanism  No post completion adjustment on cash, debt or working capital  Economic effective date prior to the execution date  Valuation based on most recent accounts as per the economic effective date  Interest payment over period from economic effective date until closing date  Leakage protection mechanism 2

Locked box mechanism 3 Economic interest passes Locked box Locked box date Closing Accounts Due diligence re: enterprise value and working capital Due diligence on locked box balance sheet Signing date Calculation of estimated net debt and working capital Agree on closing accounts and true up payments Closing date Restriction on leakage / interest payment

4 Seller’s Pro’s: + Price certainty + Hardwires accounting policies + Simplicity + Comparability bids in auction Seller’s Con’s: -Potential loss of value if interest charge is set too low -Requires anchored balance sheet Pro’s & Con’s Buyer’s Pro’s: + Price certainty + Simplicity Buyer’s Con’s: -No post closing mechanisms to exploit -Risks and business deterioration during interim period -Price discussions with less knowledge

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