From: Richard Kahn ..tj To: Neale Attenborough Cc: Chris Lawler <1 k Tyler Shean Subject: Re: Next Date: Wed, 30 Aug 2017 10:25:54 +0000 i already pointed out currency exchange, board fees etc. as a bad number in your calculations. sorry....the other transactions that we know very well are far from relevant.. if faith and joel walk there is NO business which is hardly the same idea as IMG where multi divisions exist and succession is planned. I do not know what cash was on the balance sheet when you bought it. The open gate transaction to summarize was a stepping into your shoes for only 6 million or roughly the same as the current offer. taking out cash 14 of the 15 mil which has not come out. and even on your calculation of 8 cash would mean 3.2 to you back then... and then leveraging the biz. / the liability to the buyer was no where near that to golden gate. sorry. . . We can go back and forth on comps and can show mom and pop at 1 to 3 times ebitda. . so lets try to short circuit a tiresome uncessary excercise, as i see it the current bid offer is 5 bid and approx 9 .2 offer. open gates 6 + 3.2 from 2 years ago with more growth potential and lower cash out. multiples from before digital photos and amazon. sorry I am suprised that you would inflate current Ebitda, pull multiples from many years ago to biz that are tangential. leave out liabilites even of lawsuits that you know about, and then pick a cash number to subtract for enterprise value. If I have misunderstood and you are not really sellers then I will not be insulted if you decide to cancel our call. Richard Kahn HBRK Associates Inc. 575 Lexington Avenue, 4th Floor New York. NY 10022 On Aug 29, 2017, at 10:40 PM, Neale Attenborough < wrote: Richard, Not funny at all, just factual. I think if we are to ultimately agree on value it will be important we agree on a set of facts: 1. TTM EBITDA is $6.7Million. If you disagree, please let us know precisely what items you disagr