Common use of Purchase Price and Adjustments Clause in Contracts

Purchase Price and Adjustments. 5.1 The Initial Share Purchase Price paid by the Buyer to the Seller at Completion in accordance with Clause 4.4 (a) shall be subject to adjustment herein so that the Final Share Purchase Price payable by the Buyer to the Seller hereunder shall accordingly be: (a) Fifty per cent of the sum of: (i) Enterprise Value; (ii) plus the Actual Cash; (iii) plus the Intercompany Amount (if a positive number) or minus the Intercompany Amount (if a negative number); (iv) minus the Preference Purchase Price; (v) minus the AFRA; (vi) minus the Tax Deduction; (vii) plus the Completion Date Working Capital Adjustment (if a positive number) or minus the Completion Date Working Capital Adjustment (if a negative number). in each case shall be determined in accordance with Schedule 5. 5.2 The Parties agree that following Completion the Completion Accounts shall be prepared as soon as practicable and, in any event, within the time periods prescribed by, and in accordance with, the provisions of Schedule 5. Within five (5) Business Days following the Completion Accounts becoming or being deemed final and binding in accordance with the provisions Schedule 5: (a) If the Final Share Purchase Price is higher than the Initial Share Purchase Price, the Buyer shall pay to the Seller an amount equal to the difference plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment; and. (b) If the Final Share Purchase Price is lower than the Initial Share Purchase Price, the Seller shall pay to the Buyer an amount equal to the difference plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment. 5.3 The Final Share Purchase Price shall be apportioned among the Target Ordinary Shares and the UK Progco Shares as set out in Schedule 8. 5.4 The Estimated Finance Amount paid by the Buyer to the Seller at Completion is subject to adjustment and accordingly within five (5) Business Days following the Completion Accounts becoming or being deemed final and binding in accordance with the provisions of Schedule 5 if the AFRA: (a) is greater than the Estimated Financing Amount, the Buyer shall pay to the Seller an amount equal to the difference plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment; and (b) is less than the Estimated Financing Amount, the Seller shall pay to the Buyer an amount equal to the difference plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment. (a) Provided that the Seller makes the payments provided for by Clause 5.5(b)(ii) (if any such payments are due) the Buyer shall and shall procure that none of the Target Group Companies shall make any claim or demand against or take any steps to obtain payment from the Seller or any member of the Virgin Media Group for or in respect of the Intercompany Amount or any receivable or payable forming part thereof or comprised or reflected therein (but, for the avoidance of doubt this shall not affect any obligations of the Seller pursuant to Clause 2 or to paragraphs 1 and/or 2 of Schedule 3 of the Transitional Services Agreement) and the Buyer shall indemnify the Seller and the other members of the Virgin Media Group and hold them harmless in respect of any such claim, demand or action. (b) Within five (5) Business Days following the Completion Accounts becoming or being deemed final and binding in accordance with the provisions of Schedule 5 so that the Intercompany Amount is determined: (i) If the Intercompany Amount is a negative number the Buyer shall pay or procure that the Target Group Companies shall pay to the Seller the amount by which such negative number is less than zero plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment; and (ii) If the Intercompany Amount is a positive number the Seller shall pay to the Buyer (as agent for the Target Group Companies) such amount plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment and the Buyer undertakes with the Seller (a) to account to the Target Group Companies promptly as appropriate for such amount (and such amount representing interest) and (b) if requested by the Seller, to procure, so far as the Buyer is reasonably able that the Target Group Companies release the Seller and all other members of the Virgin Media Group from all claims and demands which any of the Target Group Companies may have against the Seller in respect of the Intercompany Amount and any receivable or payable forming part thereof or comprised or reflected therein. For the avoidance of doubt nothing in this sub-clause shall relieve the Seller from its obligations pursuant to Clause 2 or to paragraphs 1 and/or 2 of Schedule 3 of the Transitional Services Agreement. 5.6 Any payment to be made pursuant to Clause 5.1 to 5.5 shall be made: (i) if to the Seller, by banker’s draft or telegraphic transfer to an account notified by the Seller to the Buyer not later than three (3) Business Days following the date on which the Completion Accounts are agreed or determined (and if such account is not notified to the Buyer at least two (2) Business Days before the time such payment is due to be paid, then no interest shall accrue until two (2) Business Days after the day it is so notified). (ii) if to the Buyer, by banker’s draft or telegraphic transfer to an account notified by the Buyer to the Seller not later than three (3) Business Days following the date on which the Completion Accounts are agreed or determined (and if such account is not notified to the Seller at least two (2) Business Days before the time such payment is due to be paid, then no interest shall accrue until two (2) Business Days after the day it is so notified). 5.7 Following the payments provided for pursuant to Clauses 5.1 to 5.5 the Seller shall be responsible for accounting to each of its relevant Affiliates (and where applicable recovering sums from each relevant Affiliate) and, in respect of any amounts due to or by such Affiliate, the Buyer shall have no liability in respect of such division of funds . 5.8 The Final Share Purchase Price shall be deemed to be adjusted to the extent possible by the amount of any payment made to or by the Buyer in respect of a Substantiated Claim, a Substantiated SPA Claim or a Tax Claim or in respect of or under any other provision of this Agreement. 5.9 Any adjustment in the Final Share Purchase Price as referred to in Clause 5.8 above, shall be allocated where possible to the Target Shares and/or the UK Progco Shares to which the breach, Substantiated Claim, Substantiated SPA Claim or Tax Claim or other payment relates.

Purchase Price and Adjustments. 5.1 The Initial Share Purchase Price paid by the Buyer to the Seller at Completion in accordance with Clause 4.4 (a) The aggregate purchase price for the Stock shall be subject to adjustment herein so that an amount (the Final Share Purchase Price payable by the Buyer to the Seller hereunder shall accordingly be: (a) Fifty per cent of the sum of: (i) Enterprise Value; (ii) plus the Actual Cash; (iii) plus the Intercompany Amount (if a positive number) or minus the Intercompany Amount (if a negative number); (iv) minus the Preference "Purchase Price; ") equal to (v1) minus the AFRA; (vi) minus the Tax Deduction; (vii) plus the Completion Date Working Capital Adjustment (if a positive number) or minus the Completion Date Working Capital Adjustment (if a negative number). in each case shall be determined in accordance with Schedule 5. 5.2 The Parties agree that following Completion the Completion Accounts shall be prepared as soon as practicable and, in any event, within the time periods prescribed by, and in accordance with, the provisions of Schedule 5. Within five (5) Business Days following the Completion Accounts becoming or being deemed final and binding in accordance with the provisions Schedule 5: (a) If the Final Share Purchase Price is higher than the Initial Share Base Purchase Price, (2) either (x) increased by the Buyer shall pay difference between the Closing Working Capital and $47,000,000, in the event the Closing Working Capital exceeds $47,000,000 or (y) decreased by the difference between $43,000,000 and the Closing Working Capital, in the event the Closing Working Capital is less than $43,000,000 and (3) either (x) increased by the net amount of cash funded to the Seller an amount equal to Company and its Subsidiaries by Parent between the difference plus an amount equal to interest at the Interest Rate on such sum for the period between Completion Effective Date and the date Closing Date ("Net Funded Cash") or (y) decreased by the net amount of payment; andcash swept from the Company and its Subsidiaries by Parent between the Effective Date and the Closing Date ("Net Swept Cash"). In the event that the Closing Working Capital is between $43,000,000 and $47,000,000, the Base Purchase Price will not be adjusted pursuant to clause (2) above. (b) If At the Final Share Purchase Price is lower than the Initial Share Purchase PriceClosing, the Seller Buyer shall pay to LMII $825,000,000 (the "Base Purchase Price"). Such payment shall be made by wire transfer of immediately available funds in U.S. Dollars to an account designated by LMII to Buyer an amount equal at least one business day prior to the difference plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of paymentClosing Date. 5.3 (c) Promptly following the Closing Date, but in no event later than 60 days after the Closing Date, Sellers shall prepare and submit to Buyer (x) a consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Effective Date (the "Closing Balance Sheet"), together with Sellers' calculation of the Closing Working Capital (the "Proposed Final Working Capital Amount") (such calculation, together with the "Closing Balance Sheet" being referred to herein as the "Closing Date Statement") and (y) Seller's calculation of Net Funded Cash or Net Swept Cash, as the case may be. The Final Share Purchase Price Closing Balance Sheet shall be apportioned among the Target Ordinary Shares prepared by Sellers in conformity with GAAP, consistently applied, and the UK Progco Shares as set out in Schedule 8. 5.4 The Estimated Finance Amount paid by the Buyer to the Seller at Completion is subject to adjustment and accordingly within five (5) Business Days following the Completion Accounts becoming or being deemed final and binding in accordance with the provisions procedures set forth on Schedule 2.2(c). The Closing Date Statement will be STOCK PURCHASE AGREEMENT 9 15 accompanied by a report of Ernst & Young LLP, independent auditors ("E&Y"), based upon an audit of the Closing Date Statement stating that such statement presents fairly, in all material respects, the Working Capital of the Company and its Subsidiaries as provided for in this Agreement as of the close of business on the Effective Date and that the Closing Balance Sheet presents fairly in all material respects the Working Capital of the Company and its Subsidiaries as of such date, in conformity with GAAP, consistently applied, and in accordance with the procedures set forth on Schedule 5 2.2(c). All fees and expenses of E&Y in auditing the Closing Date Statement shall be borne equally by Sellers and Buyer. Buyer shall cause the Company and its Subsidiaries and their respective employees and agents to assist Sellers and E&Y in the preparation of the Closing Date Statement and shall provide Sellers and E&Y access at all reasonable times to the personnel, properties, books and records of the Company and its Subsidiaries solely for such purpose. In the event Buyer disputes the correctness of the Proposed Final Working Capital Amount or the Net Funded Cash or Net Swept Cash, as the case may be, Buyer shall notify Sellers in writing of its objections within 60 days after receipt of the Closing Date Statement and shall set forth, in writing and in reasonable detail, the reasons for Buyer's objections. Buyer agrees that any adjustments proposed in accordance with the foregoing will not involve changes in or challenges to Sellers' accounting methodologies, policies or procedures that have been consistently applied in the preparation of the Closing Date Statement and in accordance with Schedule 2.2(c). Any proposed adjustments by Buyer shall be accompanied by a certificate of an independent public accounting firm that is nationally recognized in the United States, stating that such adjustments are required for the Closing Date Statement to comply with GAAP, consistently applied, and in accordance with the procedures set forth on Schedule 2.2(c). If Buyer fails to deliver its notice of objections within 60 days after receipt of the Closing Date Statement and calculation of Net Funded Cash or Net Swept Cash, as the case may be, Buyer shall be deemed to have accepted Sellers' calculation. To the extent Buyer does not object, in writing in accordance with and within the time period contemplated by this Section 2.2(c), to a matter in the Closing Date Statement or the calculation of Net Funded Cash or Net Swept Cash, Buyer shall be deemed to have accepted Sellers' calculation and presentation in respect of the matter and the matter shall not be considered to be in dispute. Sellers (represented by Jefxxxx X. XxxXxxxxxxx) xnd Buyer (represented by its chief financial officer) shall endeavor in good faith to resolve any disputed matters within 20 days after receipt of Buyer's notice of objections. If Sellers and Buyer are unable to resolve the disputed matters, Sellers and Buyer shall select a nationally known independent accounting firm (which firm shall not be E&Y or the then regular auditors of Parent, the Company (if different from E&Y) or Buyer) to resolve the AFRA:matters in dispute (in a manner consistent with Section 2.2(d) and with any matters not in dispute), and the determination of such firm in respect of the correctness of each matter remaining in dispute shall be conclusive and binding on Sellers and Buyer. The determination of such firm shall be based solely on presentations by Sellers and Buyer and shall not be by independent review. The Working Capital as of the close of business on the Effective Date, as finally determined pursuant to this Section 2.2(c) (whether by failure of Buyer to deliver notice of objection, by agreement of Sellers and Buyer or by determination of the independent accountants selected as set forth above), is referred to herein as the "Final Working Capital Amount." (ad) The Proposed Final Working Capital Amount and the Final Working Capital Amount shall be prepared and determined in accordance with GAAP, consistently applied, and in accordance with the procedures set forth on Schedule 2.2(c). (e) If the Final Working Capital Amount is greater than the Estimated Financing Amount$47,000,000, the Buyer shall pay to LMII the Seller an amount of such difference, with simple interest thereon, based on the number of calendar days from the Closing Date to the date of payment at a floating rate per annum equal to the difference plus an Prime Rate. If the Final Working Capital Amount is less than $43,000,000, STOCK PURCHASE AGREEMENT 10 16 Sellers shall pay to Buyer the amount equal of such difference, with simple interest thereon based on the number of calendar days from the Closing Date to interest at the Interest Rate on such sum for the period between Completion and the date of payment; and (b) payment at a floating rate per annum equal to the Prime Rate. If there is less than the Estimated Financing AmountNet Funded Cash, the Seller Buyer shall pay to LMII the amount of such Net Funded Cash, and if there is Net Swept Cash, Sellers shall pay to Buyer an the amount of such Net Swept Cash, in either case with simple interest thereon, based on the number of calendar days from the Closing Date to the date of payment at a floating rate per annum equal to the difference plus an amount equal Prime Rate. Such payments shall be made in immediately available funds not later than five business days after the determination of the Final Working Capital Amount, or the final Net Funded Cash or Net Swept Cash amount, as the case may be, by wire transfer to interest at a bank account designated in writing by the Interest Rate on such sum for Party entitled to receive the period between Completion and the date of payment. (af) Provided that Sellers shall make available to Buyer and, upon request, to the Seller makes independent accountants selected pursuant to Section 2.2(c), the payments provided for by Clause 5.5(b)(ii) (if any such payments are due) books, records, documents and work papers underlying the preparation of the Closing Date Statement and the calculation of Net Funded Cash or Net Swept Cash. Buyer shall make available to Sellers and, upon request, to the independent accountants selected pursuant to Section 2.2(c), the books, records, documents and shall procure that none work papers created or prepared by or for Sellers in connection with the review of the Target Group Companies shall make any claim or demand against or take any steps to obtain payment from the Seller or any member of the Virgin Media Group for or in respect of the Intercompany Amount or any receivable or payable forming part thereof or comprised or reflected therein (but, for the avoidance of doubt this shall not affect any obligations of the Seller pursuant to Clause 2 or to paragraphs 1 and/or 2 of Schedule 3 of the Transitional Services Agreement) Closing Date Statement and the Buyer shall indemnify the Seller and the other members calculation of the Virgin Media Group and hold them harmless in respect of any such claim, demand Net Funded Cash or actionNet Swept Cash. (bg) Within five (5) Business Days following The fees and expenses, if any, of the Completion Accounts becoming or being deemed final accounting firm selected to resolve any disputes between Sellers and binding Buyer in accordance with the provisions of Schedule 5 so that the Intercompany Amount is determined: (iSection 2.2(c) If the Intercompany Amount is a negative number the Buyer shall pay or procure that the Target Group Companies shall pay to the Seller the amount by which such negative number is less than zero plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment; and (ii) If the Intercompany Amount is a positive number the Seller shall pay to the Buyer (as agent for the Target Group Companies) such amount plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment and the Buyer undertakes with the Seller (a) to account to the Target Group Companies promptly as appropriate for such amount (and such amount representing interest) and (b) if requested by the Seller, to procure, so far as the Buyer is reasonably able that the Target Group Companies release the Seller and all other members of the Virgin Media Group from all claims and demands which any of the Target Group Companies may have against the Seller in respect of the Intercompany Amount and any receivable or payable forming part thereof or comprised or reflected therein. For the avoidance of doubt nothing in this sub-clause shall relieve the Seller from its obligations pursuant to Clause 2 or to paragraphs 1 and/or 2 of Schedule 3 of the Transitional Services Agreement. 5.6 Any payment to be made pursuant to Clause 5.1 to 5.5 shall be made: (i) if to the Seller, paid one-half by banker’s draft or telegraphic transfer to an account notified Sellers and one-half by the Seller to the Buyer not later than three (3) Business Days following the date on which the Completion Accounts are agreed or determined (and if such account is not notified to the Buyer at least two (2) Business Days before the time such payment is due to be paid, then no interest shall accrue until two (2) Business Days after the day it is so notified)Buyer. (ii) if to the Buyer, by banker’s draft or telegraphic transfer to an account notified by the Buyer to the Seller not later than three (3) Business Days following the date on which the Completion Accounts are agreed or determined (and if such account is not notified to the Seller at least two (2) Business Days before the time such payment is due to be paid, then no interest shall accrue until two (2) Business Days after the day it is so notified). 5.7 Following the payments provided for pursuant to Clauses 5.1 to 5.5 the Seller shall be responsible for accounting to each of its relevant Affiliates (and where applicable recovering sums from each relevant Affiliate) and, in respect of any amounts due to or by such Affiliate, the Buyer shall have no liability in respect of such division of funds . 5.8 The Final Share Purchase Price shall be deemed to be adjusted to the extent possible by the amount of any payment made to or by the Buyer in respect of a Substantiated Claim, a Substantiated SPA Claim or a Tax Claim or in respect of or under any other provision of this Agreement. 5.9 Any adjustment in the Final Share Purchase Price as referred to in Clause 5.8 above, shall be allocated where possible to the Target Shares and/or the UK Progco Shares to which the breach, Substantiated Claim, Substantiated SPA Claim or Tax Claim or other payment relates.

Purchase Price and Adjustments. 5.1 The Initial Share Purchase Price paid by the Buyer to the Seller at Completion in accordance with Clause 4.4 (a) Subject to the terms and conditions of this Agreement (including adjustments to the Purchase Price described in this Section 2.2), the aggregate purchase price for the Stock shall be subject to adjustment herein so that the Final Share Purchase Price payable by the Buyer to the Seller hereunder shall accordingly be: (a) Fifty per cent of the sum of: (i) Enterprise Value; (ii) plus the Actual Cash; (iii) plus the Intercompany Amount (if a positive number) or minus the Intercompany Amount (if a negative number); (iv) minus the Preference Purchase Price; (v) minus the AFRA; (vi) minus the Tax Deduction; (vii) plus the Completion Date Working Capital Adjustment (if a positive number) or minus the Completion Date Working Capital Adjustment (if a negative number). in each case shall be determined in accordance with Schedule 5. 5.2 The Parties agree that following Completion the Completion Accounts shall be prepared as soon as practicable and, in any event, within the time periods prescribed by, and in accordance with, the provisions of Schedule 5. Within five (5) Business Days following the Completion Accounts becoming or being deemed final and binding in accordance with the provisions Schedule 5: (a) If the Final Share Purchase Price is higher than the Initial Share Purchase Price, the Buyer shall pay to the Seller an amount equal to U.S.$122,240,000 (the "Purchase Price"). At the Closing, the Purchase Price shall be adjusted as provided herein to reflect the difference plus an amount equal to interest at between the Interest Rate on such sum for the period between Completion Target Adjusted Working Capital and the date Estimated Adjusted Working Capital. Any payments under this Section 2.2 made on the Closing Date shall be made by wire transfer of payment; andimmediately available funds in U.S. Dollars on the Closing Date to an account designated by Seller to Buyer at least one Business Day prior to the Closing Date. (b) Not less than two Business Days prior to the Closing Date, Seller will give to Buyer a good faith estimate of the Adjusted Working Capital as of the Closing Date, which shall be prepared in accordance with GAAP (except as noted on EXHIBIT A) and in a manner consistent with the policies and principles used in connection with the preparation of the Reference Balance Sheet (the "Estimated Adjusted Working Capital"). If the Estimated Adjusted Working Capital is (i) greater than the Target Adjusted Working Capital, the Purchase Price payable at the Closing will be increased by the difference between the Estimated Adjusted Working Capital and the Target Adjusted Working Capital or (ii) less than the Target Adjusted Working Capital, the Purchase Price payable at the Closing will be decreased by the difference between the Estimated Adjusted Working Capital and the Target Adjusted Working Capital. (c) Promptly following the Closing Date, but in no event later than sixty days after the Closing Date, Seller shall prepare and submit to Buyer a statement (the "Closing Date Statement") setting forth, in reasonable detail, Seller's calculation of the Adjusted Working Capital as of the Closing Date which shall be prepared in accordance with GAAP (except as noted on EXHIBIT A) and in a manner consistent with the policies and principles used in connection with the preparation of the Reference Balance Sheet (provided, however, that in determining the Closing Date Statement, the exclusions and adjustments set forth on EXHIBIT A shall be given effect) (the "Proposed Final Adjusted Working Capital"). The Closing Date Statement will be accompanied by a report of E&Y based upon a review of the Closing Date Statement stating that such statement presents fairly, in all material respects, the Adjusted Working Capital presented on such statement as provided for in this Agreement as of the Closing Date applied in accordance with GAAP (except as noted on EXHIBIT A) and on a basis consistent with the policies and principles used in connection with the preparation of the Reference Balance Sheet after giving effect to the exclusions and adjustments set forth on EXHIBIT A. All fees and expenses of E&Y in reviewing the Closing Date Statement shall be borne by Seller. Buyer shall and shall cause the Company and their respective employees and agents to assist Seller and E&Y in the preparation of the Closing Date Statement and shall provide Seller and E&Y access at all reasonable times to the personnel, properties, books and records of the Company for such purpose and for the other purposes set forth in this Section 2.2, in each case, without cost to Seller. In the event Buyer disputes the correctness of the Proposed Final Adjusted Working Capital, Buyer shall notify Seller in writing of its objections within thirty (30) days after receipt of the Closing Date Statement and shall set forth, in writing and in reasonable detail, the reasons for Buyer's objections. Buyer agrees that any adjustments proposed in accordance with the foregoing will not involve changes in or challenges to Seller's accounting methodologies, policies or procedures that have been consistently applied with respect to the Reference Balance Sheet and the Closing Date Statement and that are identified on EXHIBIT A. Any proposed adjustments by Buyer shall be accompanied by a certificate of an independent public accounting firm that is nationally recognized in the United States (other than the Accounting Firm), stating that such adjustments are required for the Closing Date Statement to comply with the accounting methodologies used in the preparation of the Reference Balance Sheet after giving effect to the exclusions and adjustments set forth on EXHIBIT A. If Buyer fails to deliver its notice of objections within thirty (30) days after receipt of the Closing Date Statement, Buyer shall be deemed to have accepted Seller's calculation. To the extent Buyer does not object, in writing in accordance with and within the time period contemplated by this Section 2.2(c), to a matter in the Closing Date Statement, Buyer shall be deemed to have accepted Seller's calculation and presentation in respect of the matter and the matter shall not be considered to be in dispute. Seller and Buyer shall endeavor in good faith to resolve any disputed matters within fifteen days after receipt of Buyer's notice of objections. If Seller and Buyer are unable to resolve the disputed matters, Seller and Buyer shall refer the disputed matters to the Accounting Firm, and the determination of the Accounting Firm in respect of the correctness of each matter remaining in dispute shall be conclusive and binding on Seller and Buyer. The Accounting Firm shall prepare and deliver to Seller and Buyer a written report explaining its determination within thirty days after the dispute has been referred to the Accounting Firm. The determination of the Accounting Firm shall be based solely on written submissions by Seller and Buyer and shall not be by independent review. The Adjusted Working Capital as of the Closing Date, as finally determined pursuant to this Section 2.2(c) (whether by failure of Buyer to deliver notice of objection, by agreement of Seller and Buyer or by determination of the Accounting Firm), is referred to herein as the "Final Adjusted Working Capital." (d) If the Final Share Purchase Price is lower than Adjusted Working Capital exceeds the Initial Share Purchase PriceEstimated Adjusted Working Capital, Buyer shall pay to Seller the amount of such difference, with simple interest thereon from the Closing Date to the date of payment at a fixed rate per annum equal to 3%. If the Estimated Adjusted Working Capital exceeds the Final Adjusted Working Capital, Seller shall pay to Buyer the Buyer an amount equal of such difference, with simple interest thereon from the Closing Date to the difference plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment. 5.3 The Final Share Purchase Price payment at a fixed rate per annum equal to 3%. Such payment shall be apportioned among made in immediately available funds not later than ten Business Days after the Target Ordinary Shares and determination of the UK Progco Shares as set out Final Adjusted Working Capital by wire transfer to a bank account designated in Schedule 8. 5.4 The Estimated Finance Amount paid by the Buyer writing to the Seller at Completion is subject Party entitled to adjustment and accordingly within five (5) Business Days following receive the Completion Accounts becoming or being deemed final and binding in accordance with the provisions of Schedule 5 if the AFRA: (a) is greater than the Estimated Financing Amount, the Buyer shall pay to the Seller an amount equal to the difference plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment; and (b) is less than the Estimated Financing Amount, the Seller shall pay to the Buyer an amount equal to the difference plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment. (ae) Provided that Subject to any applicable privileges (including the attorney-client privilege), Seller makes shall make available to Buyer and, upon request, to the payments provided for by Clause 5.5(b)(ii) Accounting Firm retained in accordance with Section 2.2(c), the books, records, documents and work papers underlying the preparation of the Closing Date Statement. Subject to any applicable privileges (if any such payments are due) including the attorney- client privilege), Buyer shall make available to Seller and, upon request, to the Accounting Firm retained in accordance with Section 2.2(c), the books, records, documents and shall procure that none work papers created or prepared by or for Seller in connection with the review of the Target Group Companies shall make any claim or demand against or take any steps to obtain payment from the Seller or any member of the Virgin Media Group for or in respect of the Intercompany Amount or any receivable or payable forming part thereof or comprised or reflected therein (but, for the avoidance of doubt this shall not affect any obligations of the Seller pursuant to Clause 2 or to paragraphs 1 and/or 2 of Schedule 3 of the Transitional Services Agreement) and the Buyer shall indemnify the Seller and the other members of the Virgin Media Group and hold them harmless in respect of any such claim, demand or actionClosing Date Statement. (bf) Within five (5) Business Days following The fees and expenses, if any, of the Completion Accounts becoming or being deemed final and binding Accounting Firm retained in accordance with the provisions of Schedule 5 so that the Intercompany Amount is determined: (i) If the Intercompany Amount is a negative number the Buyer shall pay or procure that the Target Group Companies shall pay to the Seller the amount by which such negative number is less than zero plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment; and (ii) If the Intercompany Amount is a positive number the Seller shall pay to the Buyer (as agent for the Target Group Companies) such amount plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment and the Buyer undertakes with the Seller (aSection 2.2(c) to account to the Target Group Companies promptly as appropriate for such amount (and such amount representing interest) and (b) if requested by the Seller, to procure, so far as the Buyer is reasonably able that the Target Group Companies release the Seller and all other members of the Virgin Media Group from all claims and demands which resolve any of the Target Group Companies may have against the Seller in respect of the Intercompany Amount and any receivable or payable forming part thereof or comprised or reflected therein. For the avoidance of doubt nothing in this sub-clause shall relieve the Seller from its obligations pursuant to Clause 2 or to paragraphs 1 and/or 2 of Schedule 3 of the Transitional Services Agreement. 5.6 Any payment to be made pursuant to Clause 5.1 to 5.5 dispute shall be made: (i) if to the paid one-half by Buyer and one-half by Seller, by banker’s draft or telegraphic transfer to an account notified by the Seller to the Buyer not later than three (3) Business Days following the date on which the Completion Accounts are agreed or determined (and if such account is not notified to the Buyer at least two (2) Business Days before the time such payment is due to be paid, then no interest shall accrue until two (2) Business Days after the day it is so notified). (iig) if In the event that the Accounting Firm is requested to the Buyer, by banker’s draft or telegraphic transfer to an account notified by the Buyer to the Seller not later than three (3) Business Days following the date on which the Completion Accounts are agreed or determined (and if such account is not notified to the Seller at least two (2) Business Days before the time such payment is due to be paid, then no interest shall accrue until two (2) Business Days after the day it is so notified). 5.7 Following the payments provided for resolve any dispute pursuant to Clauses 5.1 to 5.5 the Seller this Section 2.2, any hearings in connection with such dispute resolution shall be responsible for accounting to each of its relevant Affiliates (and where applicable recovering sums from each relevant Affiliate) andheld in Herndon, in respect of any amounts due to or by such Affiliate, the Buyer shall have no liability in respect of such division of funds Virginia. 5.8 The Final Share Purchase Price shall be deemed to be adjusted to the extent possible by the amount of any payment made to or by the Buyer in respect of a Substantiated Claim, a Substantiated SPA Claim or a Tax Claim or in respect of or under any other provision of this Agreement. 5.9 Any adjustment in the Final Share Purchase Price as referred to in Clause 5.8 above, shall be allocated where possible to the Target Shares and/or the UK Progco Shares to which the breach, Substantiated Claim, Substantiated SPA Claim or Tax Claim or other payment relates.

Purchase Price and Adjustments. 5.1 The Initial Share Purchase Price paid by the Buyer to the Seller at Completion in accordance with Clause 4.4 (a) shall be subject to adjustment herein so that the Final Share Purchase Price payable by the Buyer to the Seller hereunder shall accordingly be: (a) Fifty per cent of the sum of: (i) Enterprise Value; (ii) plus the Actual Cash; (iii) plus the Intercompany Amount (if a positive number) or minus the Intercompany Amount (if a negative number); (iv) minus the Preference Purchase Price; (v) minus the AFRA; (vi) minus the Tax Deduction; (vii) plus the Completion Date Working Capital Adjustment (if a positive number) or minus the Completion Date Working Capital Adjustment (if a negative number). in each case shall be determined in accordance with Schedule 5. 5.2 The Parties agree that following Completion the Completion Accounts shall be prepared as soon as practicable and, in any event, within the time periods prescribed by, and in accordance with, the provisions of Schedule 5. Within five (5) Business Days following the Completion Accounts becoming or being deemed final and binding in accordance with the provisions Schedule 5: (a) If the Final Share Purchase Price is higher than the Initial Share Purchase Price, the Buyer shall pay to the Seller an amount equal to the difference plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment; and. (b) If the Final Share Purchase Price is lower than the Initial Share Purchase Price, the Seller shall pay to the Buyer an amount equal to the difference plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment. 5.3 The Final Share Purchase Price shall be apportioned among the Target Ordinary Shares and the UK Progco Shares as set out in Schedule 8. 5.4 The Estimated Finance Amount paid by the Buyer to the Seller at Completion is subject to adjustment and accordingly within five (5) Business Days following the Completion Accounts becoming or being deemed final and binding in accordance with the provisions of Schedule 5 if the AFRA: (a) is greater than the Estimated Financing Amount, the Buyer shall pay to the Seller an amount equal to the difference plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment; and (b) is less than the Estimated Financing Amount, the Seller shall pay to the Buyer an amount equal to the difference plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment. (a) Provided that the Seller makes the payments provided for by Clause 5.5(b)(ii) (if any such payments are due) the Buyer shall and shall procure that none of the Target Group Companies shall make any claim or demand against or take any steps to obtain payment from the Seller or any member of the Virgin Media Group for or in respect of the Intercompany Amount or any receivable or payable forming part thereof or comprised or reflected therein (but, for the avoidance of doubt this shall not affect any obligations of the Seller pursuant to Clause 2 or to paragraphs 1 and/or 2 of Schedule 3 of the Transitional Services Agreement) and the Buyer shall indemnify the Seller and the other members of the Virgin Media Group and hold them harmless in respect of any such claim, demand or action. (b) Within five (5) Business Days following the Completion Accounts becoming or being deemed final and binding in accordance with the provisions of Schedule 5 so that the Intercompany Amount is determined: (i) If the Intercompany Amount is a negative number the Buyer shall pay or procure that the Target Group Companies shall pay to the Seller the amount by which such negative number is less than zero plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment; and (ii) If the Intercompany Amount is a positive number the Seller shall pay to the Buyer (as agent for the Target Group Companies) such amount plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment and the Buyer undertakes with the Seller (a) to account to the Target Group Companies promptly as appropriate for such amount (and such amount representing interest) and (b) if requested by the Seller, to procure, so far as the Buyer is reasonably able that the Target Group Companies release the Seller and all other members of the Virgin Media Group from all claims and demands which any of the Target Group Companies may have against the Seller in respect of the Intercompany Amount and any receivable or payable forming part thereof or comprised or reflected therein. For the avoidance of doubt nothing in this sub-clause shall relieve the Seller from its obligations pursuant to Clause 2 or to paragraphs 1 and/or 2 of Schedule 3 of the Transitional Services Agreement. 5.6 Any payment to be made pursuant to Clause 5.1 to 5.5 shall be made: (i) if to the Seller, by banker’s draft or telegraphic transfer to an account notified by the Seller to the Buyer not later than three (3) Business Days following the date on which the Completion Accounts are agreed or determined (and if such account is not notified to the Buyer at least two (2) Business Days before the time such payment is due to be paid, then no interest shall accrue until two (2) Business Days after the day it is so notified). (ii) if to the Buyer, by banker’s draft or telegraphic transfer to an account notified by the Buyer to the Seller not later than three (3) Business Days following the date on which the Completion Accounts are agreed or determined (and if such account is not notified to the Seller at least two (2) Business Days before the time such payment is due to be paid, then no interest shall accrue until two (2) Business Days after the day it is so notified). 5.7 Following the payments provided for pursuant to Clauses 5.1 to 5.5 the Seller shall be responsible for accounting to each of its relevant Affiliates (and where applicable recovering sums from each relevant Affiliate) and, in respect of any amounts due to or by such Affiliate, the Buyer shall have no liability in respect of such division of funds funds. 5.8 The Final Share Purchase Price shall be deemed to be adjusted to the extent possible by the amount of any payment made to or by the Buyer in respect of a Substantiated Claim, a Substantiated SPA Claim or a Tax Claim or in respect of or under any other provision of this Agreement. 5.9 Any adjustment in the Final Share Purchase Price as referred to in Clause 5.8 above, shall be allocated where possible to the Target Shares and/or the UK Progco Shares to which the breach, Substantiated Claim, Substantiated SPA Claim or Tax Claim or other payment relates.

Purchase Price and Adjustments. 5.1 (a) The Initial Share aggregate purchase price for the Transferred Assets shall be an amount (the "Purchase Price paid Price") equal to (1) the Base Purchase Price, (2) either (x) increased by the Buyer difference between the Final Working Capital Amount and the Target Working Capital Amount, ASSET PURCHASE AGREEMENT 15 EXECUTION VERSION in the event the Final Working Capital Amount exceeds the Target Working Capital Amount or (y) decreased by the difference between Target Working Capital Amount and the Final Working Capital Amount, in the event the Final Working Capital Amount is less than the Target Working Capital Amount, (3) either (x) increased by the net amount of cash funded to the Business by Seller at Completion and its Affiliates between the Effective Date and the Closing Date ("Net Funded Cash") or (y) decreased by the net amount of cash swept from the Business by Seller and its Affiliates between the Effective Date and the Closing Date ("Net Swept Cash"), and (4) plus the assumption by Buyer of the Assumed Liabilities in accordance with Clause 4.4 this Agreement. (ab) At the Closing, Buyer shall pay to Seller $107,000,000.00 (the "Base Purchase Price"). Such payment shall be subject made by wire transfer of immediately available funds in U.S. Dollars to adjustment herein so that the Final Share Purchase Price payable an account designated by the Seller to Buyer at least one business day prior to the Seller hereunder shall accordingly be:Closing Date. (ac) Fifty per cent Promptly following the Closing Date, but in no event later than 60 days after the Closing Date, Seller shall prepare and submit to Buyer (x) a balance sheet of the sum of: Business as of midnight on the Effective Date (i) Enterprise Value; (ii) plus the Actual Cash; (iii) plus "Closing Balance Sheet"), together with Seller's calculation of the Intercompany Amount (if a positive number) or minus the Intercompany Amount (if a negative number); (iv) minus the Preference Purchase Price; (v) minus the AFRA; (vi) minus the Tax Deduction; (vii) plus the Completion Date Closing Working Capital Adjustment (if a positive number) or minus the Completion Date "Proposed Final Working Capital Adjustment Amount") (if a negative number)such calculation, together with the "Closing Balance Sheet" being referred to herein as the "Closing Date Statement") and (y) Seller's calculation of Net Funded Cash or Net Swept Cash, as the case may be. The Closing Balance Sheet shall be prepared by Seller in each case shall accordance with GAAP, consistently applied, and Closing Working Capital will be determined in accordance with the procedures set forth on Schedule 5. 5.2 The Parties agree that following Completion 2.2(c). In the Completion Accounts event Buyer disputes the correctness of the Proposed Final Working Capital Amount or Net Funded Cash or Net Swept Cash, as the case may be, Buyer shall be prepared as soon as practicable andnotify Seller in writing of its objections within 30 days after receipt of the Closing Date Statement and shall set forth, in any event, within the time periods prescribed by, writing and in accordance withreasonable detail, the provisions of Schedule 5reasons for Buyer's objections. Within five (5) Business Days following the Completion Accounts becoming or being deemed final and binding Buyer agrees that any adjustments proposed in accordance with the provisions Schedule 5: (a) If foregoing will not involve changes in or challenges to Seller's accounting methodologies, policies or procedures that have been consistently applied in the Final Share Purchase Price is higher than preparation of the Initial Share Purchase Price, the Buyer shall pay to the Seller an amount equal to the difference plus an amount equal to interest at the Interest Rate on such sum for the period between Completion Closing Date Statement and the date of payment; and. (b) If the Final Share Purchase Price is lower than the Initial Share Purchase Price, the Seller shall pay to the Buyer an amount equal to the difference plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment. 5.3 The Final Share Purchase Price shall be apportioned among the Target Ordinary Shares and the UK Progco Shares as set out in Schedule 8. 5.4 The Estimated Finance Amount paid by the Buyer to the Seller at Completion is subject to adjustment and accordingly within five (5) Business Days following the Completion Accounts becoming or being deemed final and binding in accordance with Schedule 2.2(c). If Buyer fails to deliver its notice of objections within 30 days after receipt of the provisions Closing Date Statement and calculation of Schedule 5 if Net Funded Cash or Net Swept Cash, as the AFRA: (a) is greater than the Estimated Financing Amountcase may be, the Buyer shall pay be deemed to have accepted Seller's calculation. To the Seller an amount equal extent Buyer does not object, in writing and in accordance with and within the time period contemplated by this Section 2.2(c), to a matter in the difference plus an amount equal to interest at Closing Date Statement or the Interest Rate on such sum for the period between Completion and the date calculation of payment; and (b) is less than the Estimated Financing AmountNet Funded Cash or Net Swept Cash, the Seller shall pay to the Buyer an amount equal to the difference plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment. (a) Provided that the Seller makes the payments provided for by Clause 5.5(b)(ii) (if any such payments are due) the Buyer shall be deemed to have accepted Seller's calculation and shall procure that none of the Target Group Companies shall make any claim or demand against or take any steps to obtain payment from the Seller or any member of the Virgin Media Group for or presentation in respect of the Intercompany Amount or any receivable or payable forming part thereof or comprised or reflected therein (but, for matter and the avoidance of doubt this matter shall not affect be considered to be in dispute. Seller and Buyer shall endeavor in good faith to resolve any obligations disputed matters within 20 days after receipt of Buyer's notice of objections. If Seller and Buyer are unable to resolve the disputed matters, Seller pursuant and Buyer shall select a nationally known independent accounting firm (which firm shall not be the then regular auditors of LM or Buyer) to Clause 2 or to paragraphs 1 and/or 2 of Schedule 3 of resolve the Transitional Services Agreementmatters in dispute (in a manner consistent with Section 2.2(d) and the Buyer shall indemnify the Seller with any matters not in dispute), and the other members determination of the Virgin Media Group and hold them harmless in respect of any such claim, demand or action. (b) Within five (5) Business Days following the Completion Accounts becoming or being deemed final and binding in accordance with the provisions of Schedule 5 so that the Intercompany Amount is determined: (i) If the Intercompany Amount is a negative number the Buyer shall pay or procure that the Target Group Companies shall pay to the Seller the amount by which such negative number is less than zero plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment; and (ii) If the Intercompany Amount is a positive number the Seller shall pay to the Buyer (as agent for the Target Group Companies) such amount plus an amount equal to interest at the Interest Rate on such sum for the period between Completion and the date of payment and the Buyer undertakes with the Seller (a) to account to the Target Group Companies promptly as appropriate for such amount (and such amount representing interest) and (b) if requested by the Seller, to procure, so far as the Buyer is reasonably able that the Target Group Companies release the Seller and all other members of the Virgin Media Group from all claims and demands which any of the Target Group Companies may have against the Seller firm in respect of the Intercompany Amount correctness of each matter remaining in dispute shall be conclusive and any receivable or payable forming part thereof or comprised or reflected thereinbinding on Seller and Buyer. For The determination of such firm shall be based solely on presentations by Seller and Buyer and shall not be by independent review. The Closing Working Capital as of the avoidance of doubt nothing in this sub-clause shall relieve the Seller from its obligations Effective Date, as finally determined pursuant to Clause 2 this Section 2.2(c) (whether by failure of Buyer to deliver notice of objection, by agreement of Seller and Buyer or to paragraphs 1 and/or 2 of Schedule 3 by determination of the Transitional Services Agreement. 5.6 Any payment to be made pursuant to Clause 5.1 to 5.5 shall be made: (i) if to the Sellerindependent accountants selected as set forth above), by banker’s draft or telegraphic transfer to an account notified by the Seller to the Buyer not later than three (3) Business Days following the date on which the Completion Accounts are agreed or determined (and if such account is not notified to the Buyer at least two (2) Business Days before the time such payment is due to be paid, then no interest shall accrue until two (2) Business Days after the day it is so notified). (ii) if to the Buyer, by banker’s draft or telegraphic transfer to an account notified by the Buyer to the Seller not later than three (3) Business Days following the date on which the Completion Accounts are agreed or determined (and if such account is not notified to the Seller at least two (2) Business Days before the time such payment is due to be paid, then no interest shall accrue until two (2) Business Days after the day it is so notified). 5.7 Following the payments provided for pursuant to Clauses 5.1 to 5.5 the Seller shall be responsible for accounting to each of its relevant Affiliates (and where applicable recovering sums from each relevant Affiliate) and, in respect of any amounts due to or by such Affiliate, the Buyer shall have no liability in respect of such division of funds . 5.8 The Final Share Purchase Price shall be deemed to be adjusted to the extent possible by the amount of any payment made to or by the Buyer in respect of a Substantiated Claim, a Substantiated SPA Claim or a Tax Claim or in respect of or under any other provision of this Agreement. 5.9 Any adjustment in the Final Share Purchase Price as referred to in Clause 5.8 above, shall be allocated where possible to herein as the Target Shares and/or the UK Progco Shares to which the breach, Substantiated Claim, Substantiated SPA Claim or Tax Claim or other payment relates"Final Working Capital Amount."