Common use of Closing Adjustment Clause in Contracts

Closing Adjustment. (i) Peanuts Seller shall prepare and deliver to Purchaser, at least five (5) Business Days prior to the Closing Date, a written notice setting forth Peanuts Seller’s good faith estimate of the Closing Working Capital (the “Estimated Working Capital”), which notice shall contain an estimated balance sheet of the Peanuts Business as of the Closing Date (without giving effect to the transactions contemplated herein) and a calculation of the Estimated Working Capital. The calculation of the Estimated Working Capital shall be prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies, procedures, classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent fiscal year end and calculated in the manner set forth in the template attached hereto as Exhibit J. (ii) The Base Purchase Price shall be adjusted at Closing by an amount equal to (A) the sum of the Estimated Working Capital plus the Estimated Working Capital determined under the Strawberry Shortcake Transaction Agreement minus (B) the Target Working Capital (the “Closing Adjustment”). If the Closing Adjustment is a positive number, the Purchase Price shall be increased by the amount of the Closing Adjustment. If the Closing Adjustment is a negative number, the Purchase Price shall be reduced by the amount by which the Target Working Capital exceeds the Estimated Working Capital. *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

Closing Adjustment. At least three (i) Peanuts Seller shall prepare and deliver to Purchaser, at least five (53) Business Days prior to the Closing Date, Seller shall prepare in good faith and deliver to Buyer a written notice statement (the “Estimated Statement”) setting forth Peanuts Seller’s good faith estimate an unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Working Capital”), which notice shall contain an estimated balance sheet (ii) Cash (the “Estimated Cash”), and (iii) Seller’s calculation of the Peanuts Business amount payable under Section 2.2(a) on the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date (without giving effect to the transactions contemplated herein) and a calculation of the Estimated Working Capital. The calculation of the Estimated Working Capital shall be prepared in accordance with GAAP applied GAAP, consistently applied, and using the same accounting methods, practices, principles, policies, practices and procedures, with consistent classifications, judgments and valuation and estimation methodologies that methodology, as were used in the preparation of the Financial Statements Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the most recent fiscal year end purpose of enabling Buyer to calculate, and calculated to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the manner set forth in Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the template attached hereto as Exhibit J. amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) The Base Purchase Price shall be adjusted at Closing by an amount equal to (A) the sum of the Estimated Working Capital plus the Estimated Working Capital determined under the Strawberry Shortcake Transaction Agreement minus (B) the Target Working Capital (the “Closing Adjustment”). If the Closing Adjustment is a positive number, the Purchase Price shall be increased dollar-for-dollar by the amount of the Closing Adjustment. If Estimated Cash (provided that in no event shall the Closing Adjustment is Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a negative numberdecrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Purchase Price Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be reduced decreased by the amount by which the Target Working Capital exceeds the Estimated Working Capital. *** Confidential treatment has been requested for redacted portions in excess of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission$2,000,000.

Closing Adjustment. (i) Peanuts Seller shall prepare and deliver to Purchaser, at least five (5) Business Days prior to the Closing Date, a written notice setting forth Peanuts Seller’s good faith estimate of the Closing Working Capital (the “Estimated Working Capital”), which notice shall contain an estimated balance sheet of the Peanuts Business as of the Closing Date (without giving effect to the transactions contemplated herein) and a calculation of the Estimated Working Capital. The calculation of the Estimated Working Capital shall be prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies, procedures, classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent fiscal year end and calculated in the manner set forth in the template attached hereto as Exhibit J. (ii) The Base Purchase Price shall be adjusted at Closing by an amount equal to (A) the sum of the Estimated Working Capital plus the Estimated Working Capital determined under the Strawberry Shortcake Transaction Agreement minus (B) the Target Working Capital (the “Closing Adjustment”). If the Closing Adjustment is a positive number, the Purchase Price shall be increased by the amount of the Closing Adjustment. If the Closing Adjustment is a negative number, the Purchase Price shall be reduced by the amount by which the Target Working Capital exceeds the Estimated Working Capital. *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

Closing Adjustment. (i) Peanuts Seller shall prepare and deliver to Purchaser, at At least five (5) Business Days prior before the Closing, Company shall prepare and deliver to the Closing Date, Buyer a written notice statement setting forth Peanuts Seller’s its good faith estimate of the Closing Working Capital (the “Estimated Closing Working Capital”), which notice statement shall contain an estimated balance sheet of the Peanuts Business Company as of the Closing Date (without giving effect to the transactions contemplated herein) and ), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate executed by an officer of Company stating that the Estimated Working Capital. The calculation of the Estimated Closing Working Capital shall be Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies (including with respect to reserves) that were used in the preparation of the Interim Financial Statements Statements; provided, that, notwithstanding the foregoing, and solely for the most recent fiscal year end and calculated in purposes of calculating the manner set forth in amount of Estimated Closing Working Capital, the template attached hereto Estimated Closing Working Capital Statement (but not, for the avoidance of doubt, the Closing Working Capital Statement) shall include an additional $40,000 as Exhibit J.a Current Liability of the Company (the “Additional Liability”). (ii) The Base Purchase Price “Closing Adjustment” shall be adjusted at Closing by an amount equal to (A) the sum of the Estimated Closing Working Capital plus the Estimated Working Capital determined under the Strawberry Shortcake Transaction Agreement minus (B) the Target Working Capital Capital. For the avoidance of doubt, (the “Closing Adjustment”). If i) if the Closing Adjustment is a positive number, the Purchase Price Initial Cash Consideration shall be increased by the amount of the Closing Adjustment. If Adjustment and (ii) if the Closing Adjustment is a negative number, the Purchase Price Initial Cash Consideration shall be reduced by the absolute value of the amount by which of the Target Working Capital exceeds the Estimated Working Capital. *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject Closing Adjustment, in each case pursuant to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange CommissionSection 3.2(a).

Closing Adjustment. (i) Peanuts Seller At the Closing, the Term Loans Consideration Amount shall be adjusted in the following manner: either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.7(a)(ii)) is greater than the Target Working Capital provided that in no event will such increase be more than $50,000,000, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital. (ii) At least 3 Business Days before the Closing, Sellers shall prepare and deliver to Purchaser, at least five (5) Business Days prior to the Closing Date, Purchaser a written notice statement setting forth Peanuts Seller’s its good faith estimate of the Closing Working Capital (the “Estimated Closing Working Capital”), which notice statement shall be substantially in the form of Exhibit E and contain an estimated balance sheet of the Peanuts Business as of the Closing Date (without giving effect to the transactions contemplated herein) and a calculation of the Estimated Working Capital. The calculation of the Estimated Closing Working Capital shall be (the “Estimated Closing Working Capital Statement”), and prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used by Sellers and their Affiliates in the preparation of the Financial Statements for Statements, subject to any modifications and limitations set forth on Exhibit E. During the most recent fiscal year end period after the delivery of the Estimated Closing Working Capital Statement and calculated prior to the Closing Date, Purchaser shall have an opportunity to review the Estimated Closing Working Capital Statement and Elixir (on behalf of the Sellers) shall provide Purchaser and its Advisors reasonable access to all properties, books and records relating thereto and the officers and other employees and advisors of the Sellers and their Affiliates, in each case, to the extent reasonably necessary to assist Purchaser and its Advisors in their review of the Estimated Closing Working Capital Statement; provided that such access shall be in a manner that does not interfere with the normal business operations of Sellers. The Sellers shall in good faith consider any questions or comments received from Purchaser regarding the Estimated Closing Working Capital Statement; provided that, to the extent that Elixir and Purchaser disagree as to any one or more items, then with respect to each such item, the amount of such item set forth in the template attached hereto as Exhibit J.initial Estimated Closing Working Capital Statement sent by Elixir will be used for purposes of calculating the Term Loans Consideration Amount for the Closing. The agreement, if any, of the Parties to revisions to the Estimated Closing Working Capital Statement or the failure of the Parties to agree to any such revisions shall not constitute a waiver or limitation of a Party’s rights and obligations pursuant to Section 2.7(b), Section 2.7(c), or Section 2.7(d). (iiiii) The Base Purchase Price Parties agree that the amounts set forth in Exhibit E are solely for the purposes of providing an example calculation of Closing Working Capital in accordance with the terms of this Agreement but that such amounts are solely illustrative and do not constitute any agreement or representation or warranty by any Party as to what such amounts shall be adjusted at in the Estimate Closing by an amount equal to (A) Working Capital or the sum Closing Working Capital and none of the Estimated Closing Working Capital plus Statement, the Estimated Closing Working Capital determined under Statement, or the Strawberry Shortcake Transaction Agreement minus (B) the Target Working Capital (the “Closing Adjustment”). If the Closing Adjustment is a positive number, the Purchase Price Statement of Objections shall be increased bound by or required to include the amount of the Closing Adjustment. If the Closing Adjustment is a negative number, the Purchase Price shall be reduced by the amount by which the Target Working Capital exceeds the Estimated Working Capital. *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.amounts set forth in Exhibit E.