Common use of Appraised Value Clause in Contracts

Appraised Value. The value determined in accordance with the following --------------- procedures. For a period of thirty (30) days after the date of a Valuation Event (the "Negotiation Period"), each party to this ------------------ Agreement agrees to negotiate in good faith to reach agreement upon the Appraised Value of the securities or other property at issue, as of the date of the Valuation Event, which Appraised Value will be the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. If the parties are unable to agree upon the Appraised Value of such securities or other property by the end of the Negotiation Period, then the Appraised Value of such securities or property will be determined for purposes of this Agreement by a recognized appraisal or investment banking firm mutually agreeable to a majority of the Holders taking part in the transaction the subject of such valuation and the Company (the "Appraiser"). If such Holders and --------- the Company cannot agree on an Appraiser within fifteen (15) days after the end of the Negotiation Period, then the Company, on the one hand, and such Holders, on the other hand, shall each select an Appraiser within twenty-one (21) days after the end of the Negotiation Period and, within twenty-five (25) days after the end of the Negotiation Period, those two Appraisers shall select an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. Such independent Appraiser shall be directed to determine the fair market value of such securities or property as soon as practicable, but in no event later than thirty (30) days from the date of its selection. The determination by an Appraiser of the fair market value will be conclusive and binding on all parties to this Agreement. The Appraised Value of each share of Common Stock at a time when (a) the Company is not a reporting company under the Exchange Act and (b) the Common Stock is not traded in or on an organized securities market or exchange, will, in all cases, be calculated by determining the Appraised Value of the Company taken as a whole and by dividing that value by the sum of (x) the number of shares of Common Stock then outstanding plus (y) the number of shares of Common Stock Equivalents, ---- without premium for control or discount for minority interests, illiquidity or restrictions on transfer. The costs of the Appraiser will be borne by the Company. In no event will the Appraised Value of the Common Stock or Other Securities be less than the per share consideration received or receivable with respect to the Common Stock or securities or property of the same class as the Other Securities, as the case may be, in connection with a pending transaction involving a sale, merger, recapitalization, reorganization or consolidation of, or share exchange involving, the Company, a dissolution of the Company, a sale or transfer of all or a majority of its assets or revenue or income generating capacity, or any similar transaction. The prevailing market prices for any security or property will not be dispositive of the Appraised Value thereof.

Appraised Value. The value determined in accordance with the following --------------- procedures. For a period of thirty (30) days after the date of a Valuation Event (the "Negotiation Period"), each party to this ------------------ Agreement agrees to negotiate in good faith to reach agreement upon the Appraised Value of the securities or other property at issue, as of the date of the Valuation Event, which Appraised Value will be the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity illiquidity, or restrictions on transfer. If the parties are unable to agree upon the Appraised Value of such securities or other property by the end of the Negotiation Period, then the Appraised Value of such securities or property will be determined for purposes of this Agreement by a recognized appraisal or investment banking firm (an "Appraiser") mutually agreeable to a majority of the Holders taking part in the transaction the subject of such valuation and the Company (the "Appraiser")--------- Company. If such the Holders and --------- the Company cannot agree on an Appraiser within fifteen (15) days after the end of the Negotiation Period, then the Company, on the one hand, and such the Holders, on the other hand, shall each select an Appraiser within twenty-one (21) days after the end of the Negotiation Period and, and those two Appraisers shall select within twenty-five (25) days after the end of the Negotiation Period, those two Appraisers shall select Period an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or minority restrictions on transfer. Such independent Appraiser shall be directed to determine the fair market value of such securities or property as soon as practicable, but in no event later than thirty (30) days from the date of its selection. The determination by an Appraiser of the fair market value will be conclusive and binding on all parties to this Agreement. The Appraised Value of each share of Common Stock at a time when (a) the Company is not a reporting company under the Exchange Act and (b) the Common Stock is not traded in or on an the organized securities market or exchangemarkets, will, in all cases, be calculated by determining the Appraised Value of the entire Company taken as a whole whole, and by dividing that value by the sum of (x) the number of shares of Common Stock then outstanding outstanding, plus (y) the number of shares of Common Stock Equivalents, ---- without premium for control or discount for minority interests, illiquidity illiquidity, or restrictions on transfer. The costs of the Appraiser or Appraisers, as the case may be, will be borne solely by the Company. In no event will the Appraised Value of the Common Stock or Other Securities be less than the per share consideration received or receivable with respect to the Common Stock or securities or property of the same class as the Other Securities, as the case may be, in connection with a pending transaction involving a sale, merger, recapitalization, reorganization or consolidation of, or share exchange involving, the Company, a dissolution of the Company, a sale or transfer of all or a majority of its assets or revenue or income generating capacity, or any similar transaction. The prevailing market prices for any security or property will not be dispositive of the Appraised Value thereof.

Appraised Value. The value determined in accordance with the following --------------- procedures. For a period of thirty (30) days after the date of a Valuation Event (the "Negotiation Period"), each party to this ------------------ Agreement agrees to negotiate in good faith to reach agreement upon the Appraised Value of the securities or other property at issue, as of the date of the Valuation Event, which Appraised Value will be the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity illiquidity, or restrictions on transfer. If In the event that the parties are unable to agree upon the Appraised Value of such securities or other property by the end of the Negotiation Period, then the Appraised Value of such securities or property will be determined for purposes of this Agreement by an Appraiser. An "Appraiser" shall be a recognized appraisal or investment banking firm mutually agreeable to a majority with experience in making determinations of value of the Holders taking part in the transaction the subject of such valuation and the Company (the "Appraiser")type required to be made under this definition. If such the Holders and --------- the Company cannot agree on an Appraiser within fifteen thirty (1530) days after the end of the Negotiation Period, then the Company, on the one hand, and such the Holders, on the other hand, shall each select an Appraiser within twenty-one forty (2140) days after the end of the Negotiation Period and, and those two Appraisers shall select within twenty-five fifty (2550) days after the end of the Negotiation Period, those two Appraisers shall select Period an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. Such independent Appraiser shall be directed to determine the fair market value of such securities or property as soon as practicable, but in no event later than thirty (30) days from the date of its selection. The determination by an Appraiser of the fair market value will be conclusive and binding on all parties to this Agreement. The Appraised Value of each share of Common Stock at a time when (ai) the Company is not a reporting company under the Exchange Act and (bii) the Common Stock is not traded in or on an the organized securities market or exchangemarkets, will, in all cases, be calculated by determining the Appraised Value of the entire Company taken as a whole (plus the exercise price of all options, warrants and by other rights to acquire Capital Stock of the Company having an exercise price per share less than the Fair Market Value of such Capital Stock) and dividing that value by the sum of (x) the number of shares of Common Stock then outstanding plus (y) the number of shares of Common Stock Equivalents, ---- without premium for control or discount for minority interests, illiquidity illiquidity, or restrictions on transfer. The costs of the Appraiser or Appraisers will be borne by the Company. In no event will the Appraised Value of the Common Stock or Other Securities be less than the per share consideration received or receivable with respect to the Common Stock or securities or property of the same class as the Other Securities, as the case may be, in connection with a pending transaction involving a sale, merger, recapitalization, reorganization or consolidation ofreorganization, or consolidation, share exchange involvingexchange, the Company, a dissolution of the Company, a sale or transfer of all or a majority of its assets or revenue or income generating capacity, or any similar transaction. The prevailing market prices for any security or property will not be dispositive of the Appraised Value thereof.

Appraised Value. The Appraised Value" of a share shall mean the market value of the share. If no market value exists, "Appraised Value" shall mean that value determined in accordance with pursuant to the following --------------- proceduresremainder of this Paragraph 9. For a period The Appraised Value may be mutually agreed upon by the selling and acquiring parties of thirty (30) days after the date shares of a Valuation Event (Stock. If the "Negotiation Period"), each party to this ------------------ Agreement agrees to negotiate in good faith to reach agreement upon parties cannot mutually agree on the Appraised Value of a share of Stock within ten (10) days after delivery of a written notice of exercise of a purchase right or obligation hereunder, then the securities or other property at issue, as of the date of the Valuation Event, which Appraised Value will of a share of Stock shall be equal to the fair market value of such securities or propertyshare as determined as of the date of termination of Mr. Turner's employment wit▇ ▇▇▇ ▇▇▇▇▇▇▇tion and in the following manner: the fair market value shall be determined by a Board of Arbitration comprised of three (3) members, without premium for control or discount for minority interests, illiquidity or restrictions on transferone of whom shall be selected by the selling party and another of whom shall be selected by the acquiring party. The third arbiter shall be appointed by the two arbiters so selected. If the parties are unable either side fails to agree upon the Appraised Value of such securities or other property by the end of the Negotiation Period, then the Appraised Value of such securities or property will be determined for purposes of this Agreement by a recognized appraisal or investment banking firm mutually agreeable to a majority of the Holders taking part in the transaction the subject of such valuation and the Company (the "Appraiser"). If such Holders and --------- the Company cannot agree on select an Appraiser arbiter within fifteen (15) days after the end of the Negotiation Periodwritten request to do so, then the Companyother party's arbiter shall unilaterally establish the Appraised Value in a written opinion. The decision of the majority of said arbiters, on or of the one hand, and such Holders, on the other handsingle arbiter if applicable, shall each select an Appraiser within twenty-one (21) days after be binding upon the end parties hereto. If no two arbiters agree upon a single fair market value, it shall be the arithmetic average of the Negotiation Period andvalues determined by the two arbiters whose estimates are closest in value, within twenty-five (25) days after which average value shall be binding upon the end parties hereto. The arbiters shall render a written decision and shall conduct all proceedings pursuant to the Uniform Arbitration Act as adopted in the State of Arizona and to the then existing rules of the Negotiation Period, those two Appraisers shall select an independent Appraiser American Arbitration Association governing commercial transactions to determine the fair market value of extent such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. Such independent Appraiser shall be directed to determine the fair market value of rules are not inconsistent with such securities or property as soon as practicable, but in no event later than thirty (30) days from the date of its selection. The determination by an Appraiser of the fair market value will be conclusive Act and binding on all parties to this Agreement. The Appraised Value Costs of each share of Common Stock at a time when (a) arbitration shall be borne as determined by the Company is not a reporting company under the Exchange Act and (b) the Common Stock is not traded in or on an organized securities market or exchange, will, in all cases, be calculated by arbiters. In determining the Appraised Value Value, no value shall be placed on the good will or name of the Company taken as a whole and by dividing Corporation (except that value by the sum of (x) the number of shares of Common Stock then outstanding plus (y) the number of shares of Common Stock Equivalents, ---- without premium for control or discount for minority interests, illiquidity or restrictions on transfer. The costs of the Appraiser good will may be borne by the Company. In no event will the Appraised Value of the Common Stock or Other Securities be less than the per share consideration received or receivable with respect valued at an amount not exceeding its unamortized cost to the Common Stock extent it represents a cost to the Corporation, and all shares shall be valued equally, i.e., without regard to majority or securities or property minority status of the same class as the Other Securities, as the case may be, in connection with a pending transaction involving a sale, merger, recapitalization, reorganization or consolidation of, or share exchange involving, the Company, a dissolution of the Company, a sale or transfer of all or a majority of its assets or revenue or income generating capacity, or any similar transaction. The prevailing market prices for any security or property will not be dispositive of the Appraised Value thereofsuch shares.

Appraised Value. In each instance in which the purchase price for Shares to be Transferred pursuant to this Agreement is to be the "Appraised Value" of the Shares, the Appraised Value of the Shares shall be the Agreed Value per Share as determined pursuant to Section 6.2 below using the most recently executed Certificate of Agreed Value, provided, however, such certificate has been completed within the eighteen (18) months immediately preceding the date in which the shares are to be transferred. If a Certificate of Agreed Value has not been agreed upon within such eighteen (18) month period, then the Appraised Value of the Shares to be Transferred shall be determined by an appraisal committee (the "Appraisal Committee"). The Appraisal Committee shall be composed of two (2) independent, disinterested, and qualified commercial appraisers, one (1) of whom shall be appointed by the Shareholder transferring Shares and the other of whom shall be appointed by the Shareholders acquiring Shares (by majority-in-interest of Shares), or, if no Shareholder is acquiring Shares, by the Corporation, within thirty (30) days of the event giving rise to the right to purchase. If the Shareholder transferring Shares fails or refuses to name an appraiser within the time required, the Shareholders acquiring Shares (by majority-in-interest of Shares), or, if no Shareholder is acquiring Shares, the Corporation, may name two (2) appraisers. Likewise, if the Shareholders acquiring Shares, or, if no Shareholder is Acquiring Shares, the Corporation, fails or refuses to name an appraiser within the time required, the Shareholder transferring Shares may name two (2) appraisers. The two (2) appraisers so appointed shall constitute the Appraisal Committee and shall determine the value determined in accordance with of the following --------------- procedures. For a period of Shares within thirty (30) days after the date of a Valuation Event (the "Negotiation Period"), each party to this ------------------ Agreement agrees to negotiate in good faith to reach agreement upon the Appraised Value of the securities or other property at issue, as of the date of the Valuation Event, which Appraised Value will be the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfertheir appointment. If the parties are unable to agree upon the Appraised Value of such securities or other property by the end of the Negotiation Period, then the Appraised Value of such securities or property will be determined for purposes of this Agreement by a recognized appraisal or investment banking firm mutually agreeable to a majority of the Holders taking part in the transaction the subject of such valuation and the Company (the "Appraiser"). If such Holders and --------- the Company Appraisal Committee cannot agree on an Appraiser within fifteen (15) days after a value, then they shall appoint a third appraiser who shall determine the end value of the Negotiation Period, then the Company, on the one hand, and such Holders, on the other hand, shall each select an Appraiser Shares to be purchased within twenty-one (21) days after the end of the Negotiation Period and, within twenty-five (25) days after the end of the Negotiation Period, those two Appraisers shall select an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. Such independent Appraiser shall be directed to determine the fair market value of such securities or property as soon as practicable, but in no event later than thirty (30) days from the date of its selectionafter appointment. The determination by an Appraiser Expenses of the fair market value will appraisal shall be conclusive and binding on all parties to this Agreement. The Appraised Value of each share of Common Stock at a time when (a) the Company is not a reporting company under the Exchange Act and (b) the Common Stock is not traded in or on an organized securities market or exchange, will, in all cases, be calculated by determining the Appraised Value of the Company taken as a whole and by dividing that value paid by the sum of (x) the number of shares of Common Stock then outstanding plus (y) the number of shares of Common Stock Equivalents, ---- without premium for control or discount for minority interests, illiquidity or restrictions on transfer. The costs of the Appraiser will be borne by the Company. In no event will the Appraised Value of the Common Stock or Other Securities be less than the per share consideration received or receivable with respect to the Common Stock or securities or property of the same class as the Other Securities, as the case may be, in connection with a pending transaction involving a sale, merger, recapitalization, reorganization or consolidation of, or share exchange involving, the Company, a dissolution of the Company, a sale or transfer of all or a majority of its assets or revenue or income generating capacity, or any similar transaction. The prevailing market prices for any security or property will not be dispositive of the Appraised Value thereofCorporation.

Appraised Value. The value determined in accordance with the following --------------- procedures. For a period of thirty (30) days after the date of a Valuation Event (the "Negotiation ----------- Preferred Stock and Warrant Purchase Agreement - Page 2 ---------------------------------------------- Period"), each party to this ------------------ Agreement agrees to negotiate in good faith to ------ reach agreement upon the Appraised Value of the securities or other property at issue, as of the date of the Valuation Event, which Appraised Value will be the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity illiquidity, or restrictions on transfer. If In the event that the parties are unable to agree upon the Appraised Value of such securities or other property by the end of the Negotiation Period, then the Appraised Value of such securities or property will be determined for purposes of this Agreement by an Appraiser. An "Appraiser" shall be a --------- recognized appraisal or investment banking firm mutually agreeable to a majority with experience in making determinations of value of the Holders taking part in the transaction the subject of such valuation and the Company (the "Appraiser")type required to be made under this definition. If such the Holders and --------- the Company cannot agree on an Appraiser within fifteen thirty (1530) days after the end of the Negotiation Period, then the Company, on the one hand, and such the Holders, on the other hand, shall each select an Appraiser within twenty-one forty (2140) days after the end of the Negotiation Period and, and those two Appraisers shall select within twenty-five fifty (2550) days after the end of the Negotiation Period, those two Appraisers shall select Period an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. Such independent Appraiser shall be directed to determine the fair market value of such securities or property as soon as practicable, but in no event later than thirty (30) days from the date of its selection. The determination by an Appraiser of the fair market value will be conclusive and binding on all parties to this Agreement. The Appraised Value of each share of Common Stock at a time when (ai) the Company is not a reporting company under the Exchange Act and (bii) the Common Stock is not traded in or on an the organized securities market or exchangemarkets, will, in all cases, be calculated by determining the Appraised Value of the entire Company taken as a whole (plus the exercise price of all options, warrants and by other rights to acquire Capital Stock of the Company having an exercise price per share less than the Fair Market Value of such Capital Stock) and dividing that value by the sum of (x) the number of shares of Common Stock then outstanding plus (y) the number of shares of Common Stock Equivalents, ---- without premium for control or discount for minority interests, illiquidity illiquidity, or restrictions on transfer. The costs of the Appraiser or Appraisers will be borne by the Company. In no event will the Appraised Value of the Common Stock or Other Securities be less than the per share consideration received or receivable with respect to the Common Stock or securities or property of the same class as the Other Securities, as the case may be, in connection with a pending transaction trandaction involving a sale, merger, recapitalization, reorganization or consolidation ofreorganization, or consolidation, share exchange involvingexchange, the Company, a dissolution of the Company, a sale or transfer of all or a majority of its assets or revenue or income generating capacity, or any similar transactiontrandaction. The prevailing market prices for any security or property will not be dispositive of the Appraised Value thereof.

Appraised Value. The value determined in accordance with the following --------------- procedures. For a period of thirty (30) 30 days after the date of a Valuation Event (the "Negotiation Period"), each party to this ------------------ Agreement agrees to negotiate in good faith with each other party to reach agreement upon the Appraised Value of the securities or other property at issue, as of the date of the Valuation Event, which Appraised Value will be the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity illiquidity, or restrictions on transfer. If In the event that the parties are unable to agree upon the Appraised Value of such securities or other property by the end of the Negotiation Period, then the Appraised Value of such securities or property will be determined for purposes of this Agreement by a recognized appraisal or investment banking firm mutually agreeable to a majority of the Holders taking part in the transaction the subject of such valuation and the Company (the "Appraiser"). If such the Holders and --------- the Company cannot agree on an Appraiser within fifteen (15) days after the end of the Negotiation Period, then the Company, on the one hand, and such the Holders, on the other hand, shall each select an Appraiser within twenty-one (21) days after the end of the Negotiation Period and, and those two Appraisers shall select within twenty-five (25) days after the end of the Negotiation Period, those two Appraisers shall select Period an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. Such independent Appraiser shall be directed to determine the fair market value of such securities or property as soon as practicable, but in no event later than thirty (30) days from the date of its selection. The determination by an Appraiser of the fair market value will be conclusive and binding on all parties to this Agreement. The Appraised Value of each share of Common Stock at a time when (ai) the Company is not a reporting company under the Exchange Act and (bii) the Common Stock is not traded in or on an the organized securities market or exchangemarkets, will, in all cases, be calculated by determining the Appraised Value of the entire Company taken as a whole (after deducting any liquidation distributions payable with respect to the ▇▇▇▇▇▇▇▇ Preferred Stock) and by dividing that value by the sum of (x) the number of shares of Common Stock then outstanding plus (y) the number of shares of Common Stock Equivalents, ---- without premium for control or discount for minority interests, illiquidity illiquidity, or restrictions on transfer. The costs of the Appraiser will be borne by the Company. In no event will the Appraised Value of the Common Stock or Other Securities be less than the per share consideration received or receivable with respect to the Common Stock or securities or property of the same class as the Other Securities, as the case may be, in connection with a pending transaction involving a sale, merger, recapitalization, reorganization or consolidation ofreorganization, consolidation, or share exchange involvingexchange, the Company, a dissolution of the Company, a sale or transfer of all or a majority of its assets or revenue or income generating capacity, or any similar transaction. The prevailing market prices for any security or property will not be dispositive of the Appraised Value thereof.

Appraised Value. (a) The value determined in accordance with the following --------------- procedures. For a period of thirty (30) days after the date of a Valuation Event (the "Negotiation Period"), each party to this ------------------ Agreement agrees to negotiate in good faith to reach agreement upon the Appraised Value of the securities or other property at issue, as Units shall be the product determined by multiplying (i) the Appraised Fair Market Value of the date Company (hereinafter defined), times (ii) DHCC Member’s Sharing Percentage. For purposes of this Agreement, the term “Appraised Fair Market Value of the Valuation Event, which Appraised Value will be Company” shall mean the fair market value of such securities or propertythe Company, without premium for control or discount for minority interestsas determined below. (b) Triad Member and DHCC Member shall negotiate in good faith with one another following the Election Notice to determine the Appraised Fair Market Value of the Company, illiquidity or restrictions on transferTriad Member and DHCC Member agree to use their best efforts to negotiate an agreed upon Appraised Fair Market Value of the Company. If Triad Member and DHCC Member reach an agreement as to the parties Appraised Fair Market Value of the Company, then the Appraised Fair Market Value of the Company shall be the amount determined by Triad, Member and DHCC Member. (c) If Triad Member and DHCC Member are unable to agree upon the Appraised Faire Market Value of such securities or other property by the end of the Negotiation Period, then the Appraised Value of such securities or property will be determined for purposes of this Agreement by a recognized appraisal or investment banking firm mutually agreeable to a majority of the Holders taking part in the transaction the subject of such valuation and the Company (the "Appraiser"). If such Holders and --------- the Company cannot agree on an Appraiser within fifteen (15) days after the end of the Negotiation Period, then the Company, on the one hand, and such Holders, on the other hand, shall each select an Appraiser within twenty-one (21) days after the end of the Negotiation Period and, within twenty-five (25) days after the end of the Negotiation Period, those two Appraisers shall select an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. Such independent Appraiser shall be directed to determine the fair market value of such securities or property as soon as practicable, but in no event later than thirty (30) days from following the date Triad Member receives an Election Notice, then either party may notify the other party that it is initiating the Appraisal Process, described below (or such other appraisal process upon which the parties may mutually agree in writing within ten (10) days of die date on which either party has initiated the appraisal process (the “Alternate Appraisal Process”)). If either Triad Member or DHCC Member shall have initiated the Appraisal Process (and the parties shall not have agreed in writing to an Alternate Appraisal Process within ten (10) days), then Triad Member and DHCC Member shall each engage a Qualified Appraiser (collectively, the “Initial Appraisers”, and individually, an “Initial Appraiser”) within twenty (20) days after the date upon which the party received notice that the other party’s intent to initiate the Appraisal Process (the “Initiation Date). Triad Member and DHCC Member also shall engage jointly one additional Qualified Appraiser that is mutually acceptable to the parties (the “Third Appraiser”, the Initial Appraisers and the Third Appraiser are referred to collectively as the “Appraisers”). If the parties cannot agree upon the identity of the Third Appraiser within twenty (20) days after the Initiation Date, the parties shall direct the Initial Appraisers to select and engage the Third Appraiser on behalf of the parties. Each of Triad Member and DHCC Member shall pay the fees and expenses of its respective Appraiser, and the fees and expenses of the Third Appraiser shall be shared equally by Triad Member and DHCC Member. For purposes of the Agreement, the term “Qualified Appraiser” shall mean an independent, third party, nationally recognized investment bank or MAI-certified appraiser who (i) is experienced in the valuation of health care entities comparable to the Company and (ii) has, within the twenty-four (24) month period preceding the date of its selectionthe Election Notice, delivered appraisals and/or fairness opinions, on a going concern basis, in connection with at least three (3) other transactions involving the sales of hospitals. The determination by Appraisers so selected shall each then conduct an Appraiser of the fair market value will be conclusive and binding on all parties appraisal to this Agreement. The Appraised Value of each share of Common Stock at a time when (a) the Company is not a reporting company under the Exchange Act and (b) the Common Stock is not traded in or on an organized securities market or exchange, will, in all cases, be calculated by determining determine the Appraised Fair Market Value of the Company taken (i) on a going concern basis, (ii) using valuation techniques then customary and accepted in the industry, (iii) using performance information respecting the Facilities that is acceptable to Triad Member and DHCC Member and that has been supplied to each of the Appraisers, (iv) viewing the enterprise of the Company as a whole and by dividing that value by whole, (v) taking into account the sum of (x) the number of shares of Common Stock then outstanding plus (y) the number of shares of Common Stock Equivalents, ---- without premium for control or discount for minority interests, illiquidity or restrictions on transfer. The costs future prospects of the Appraiser will Facilities, and (vi) assuming that the Company were to be borne by the Companysold on a stand-alone basis (and not as a part of a portfolio sale). In no event will Each Appraiser’s determination of the Appraised Fair Market Value of the Common Stock or Other Securities Company (individually, a “Valuation” and collectively, the “Valuations”) shall be less expressed as a single value rather than a range of values, Each party shall cause the per share consideration received or receivable with respect Initial Appraiser engaged by it to submit such Initial Appraiser’s sealed Valuation to the Common Stock or securities or property other party within sixty (60) days of the same class as Initiation Date, and both parties shall use their reasonable best efforts to cause the Other Securities, as the case may be, in connection with a pending transaction involving a sale, merger, recapitalization, reorganization or consolidation of, or share exchange involvingThird Appraiser to submit its sealed Valuation to both parties within such period. Once Triad Member and DHCC Member have received from all three Appraisers their respective Valuations, the Company, a dissolution Appraised Fair Market Value of the Company, a sale or transfer of all or a majority of its assets or revenue or income generating capacity, or any similar transaction. The prevailing market prices for any security or property will not Company shall be dispositive of determined based upon the Appraised Value thereof.Valuations as follows:

Appraised Value. The value determined in accordance with the following --------------- procedures. For a period purposes of thirty (30) days after the date of a Valuation Event (the this Section 6.02, "Negotiation Period"), each party to this ------------------ Agreement agrees to negotiate in good faith to reach agreement upon the Appraised Value of the securities or other property at issueValue" shall mean, as of the date of the Valuation Eventto any Offered Warrants or Warrant Shares or non-monetary consideration, which Appraised Value will be the fair market value of such securities Offered Warrants or propertyWarrant Shares or non-monetary consideration at the date of the Transfer Notice, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. If the parties are unable to agree upon the Appraised Value of such securities or other property as determined by an independent appraiser selected by the end Board of Directors of the Negotiation PeriodCompany; PROVIDED, then HOWEVER, if the Appraised Value of Selling Holder shall object to such securities or property will be determined for purposes of this Agreement by a recognized appraisal or investment banking firm mutually agreeable to a majority of the Holders taking part in the transaction the subject of such valuation and the Company (the "Appraiser"). If such Holders and --------- the Company cannot agree on an Appraiser determination within fifteen (15) 10 days after the end of the Negotiation Period, then being notified thereof by the Company, on the one hand, and such Holders, on the other hand, Selling Holder shall each select an Appraiser within twentysuch 10-one (21) days after the end of the Negotiation Period and, within twenty-five (25) days after the end of the Negotiation Period, those two Appraisers shall day period select an independent Appraiser appraiser to determine the fair market value of such securities Offered Warrants or propertyWarrant Shares or non-monetary consideration on behalf of the Selling Holder. In the event that the independent appraisers selected by the Company and the Selling Holder cannot agree on the fair market value of such Offered Warrants or Warrant Shares or non-monetary consideration, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. Such then the two independent Appraiser appraisers shall be directed mutually select a third independent appraiser to determine the fair market value of such securities Offered Warrants or property as soon as practicableWarrant Shares and non-monetary consideration, but in no event later than thirty (30) days from and the date value selected by such independent appraiser shall be binding upon all of its selectionthe parties hereto. Each such independent appraiser may use any customary method of determining fair market value. The determination by an Appraiser cost of the fair market value will be conclusive and binding on all parties to this Agreement. The Appraised Value of each share of Common Stock at a time when (a) independent appraiser selected by the Company is not a reporting company under shall be paid by the Exchange Act Company, the cost of the independent appraiser, if any, selected by the Selling Holder shall be paid by the Selling Holder, and (b) the Common Stock is not traded in or on an organized securities market or exchange, will, in all cases, be calculated cost of the independent appraiser selected by determining the Appraised Value two independent appraisers appointed by each of the Company taken as a whole and by dividing that value the Selling Holder shall be paid one-half by the sum of (x) the number of shares of Common Stock then outstanding plus (y) the number of shares of Common Stock Equivalents, ---- without premium for control or discount for minority interests, illiquidity or restrictions on transfer. The costs of the Appraiser will be borne Company and one-half by the Company. In no event will the Appraised Value of the Common Stock or Other Securities be less than the per share consideration received or receivable with respect to the Common Stock or securities or property of the same class as the Other Securities, as the case may be, in connection with a pending transaction involving a sale, merger, recapitalization, reorganization or consolidation of, or share exchange involving, the Company, a dissolution of the Company, a sale or transfer of all or a majority of its assets or revenue or income generating capacity, or any similar transaction. The prevailing market prices for any security or property will not be dispositive of the Appraised Value thereofSelling Holder.

Appraised Value. The value determined in accordance Within ten business days of receiving Optionee's written notice to proceed with the following --------------- procedures. For a period determination of thirty the Appraised Value, the Optionor and Optionee shall agree upon an independent outside appraiser (30) days after MAI designation), who shall be experienced in the date appraisal of a Valuation Event deep water petroleum storage terminals in the northeastern United States (the "Negotiation PeriodRequired Credentials"), each party to this ------------------ Agreement agrees to negotiate in good faith to reach agreement upon who shall establish the Appraised Value Value, based on the use of the securities or other property at issueProperty as a deep water petroleum storage terminal in the Providence, as of Rhode Island area and assuming an arms-length transaction between a willing buyer and a willing seller. In the date of the Valuation Event, which Appraised Value will be the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. If the parties event Optionor and Optionee are unable to agree upon one independent outside appraiser within such ten business day period, then Optionor and Optionee shall each choose an independent outside appraiser that has the Required Credentials and the two independent outside appraisers so chosen shall appoint a third appraiser that also has the Required Credentials. The three independent appraisers shall thereupon jointly determine the Appraised Value of such securities or other property by Value. If the end of the Negotiation Periodthree appraisers are unable to agree, then the Appraised Value of such securities or property will be determined for purposes of this Agreement by a recognized appraisal or investment banking firm mutually agreeable to a majority of the Holders taking part in the transaction the subject of such valuation and the Company (the "Appraiser"). If such Holders and --------- the Company cannot agree on an Appraiser within fifteen (15) days after the end of the Negotiation Period, then the Company, on the one hand, and such Holders, on the other hand, shall each select an Appraiser within twenty-one (21) days after the end of the Negotiation Period and, within twenty-five (25) days after the end of the Negotiation Period, those two Appraisers shall select an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. Such independent Appraiser shall be directed to determine the fair market value average of such securities or property as soon as practicable, but in no event later than thirty (30) days from the date of its selection. The determination by an Appraiser of the fair market value will be conclusive and binding on all parties to this Agreement. The Appraised Value of each share of Common Stock at a time when (a) the Company is not a reporting company under the Exchange Act and (b) the Common Stock is not traded in or on an organized securities market or exchange, will, in all cases, be calculated by determining the Appraised Value determination of the Company taken as a whole and by dividing that value by two appraisers whose determinations are closest to one another. Upon Optionee's request, the sum of (xappraiser(s) shall determine the number of shares of Common Stock then outstanding plus (y) the number of shares of Common Stock Equivalents, ---- without premium for control or discount for minority interests, illiquidity or restrictions on transfer. The costs amount of the Appraiser will be borne by the Company. In no event will Environmental Contingency Reserve (as defined in Section 5) and shall reduce the Appraised Value by the amount of the Common Stock or Other Securities Environmental Contingency Reserve. Optionor and Optionee agree to be less than bound by the per share consideration received or receivable decision of said appraiser(s) with respect to the Common Stock or securities or property Appraised Value and the Environmental Contingency Reserve. For purposes of determining the same class as the Other Securities, as the case may be, in connection with a pending transaction involving a sale, merger, recapitalization, reorganization or consolidation of, or share exchange involvingAppraised Value, the Company, a dissolution of appraisers shall proceed on the Company, a sale or transfer of all or a majority of its assets or revenue or income generating capacity, basis that the Property is not subject to the Lease (or any similar transactionother lease). The prevailing market prices for any security or property will not be dispositive Within ten business days of receiving the appraiser's determination of the Appraised Value thereofpursuant to this Section 4, the Optionee shall elect, by written notice to Optionor, to either (a) proceed with feasibility studies and inspections pursuant to Section 5 or (b) rescind the Preliminary Exercise Notice (provided that Optionee's failure to respond within such ten day period shall be deemed to be a rescission of the Preliminary Exercise Notice). Upon any such rescission of the Preliminary Exercise Notice, the Optionee shall retain the right to exercise the option at a later date in accordance with this Agreement, provided that the Optionee may not deliver more than one Preliminary Exercise Notice in any calendar year. The Optionor and the Optionee shall each be responsible for one-half of the aggregate expenses related to the engagement of such appraiser(s), but if Optionee does not exercise the Option then Optionee shall reimburse Optionor for its one-half share of the aggregate appraisal expenses.

Appraised Value. The value determined in accordance with the following --------------- procedures. For a period of thirty (30) days after the date of a Valuation Event (the "Negotiation Period"), each party to this ------------------ Agreement agrees to negotiate in good faith to reach agreement upon the Appraised Value of the securities or other property at issue, as of the date of the Valuation Event, which Appraised Value will be the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity illiquidity, or restrictions on transfer. If In the event that the parties are unable to agree upon the Appraised Value of such securities or other property by the end of the Negotiation Period, then the Appraised Value of such securities or property will be determined for purposes of this Agreement by a recognized appraisal or investment banking firm mutually agreeable to a majority of the Holders taking part in the transaction the subject of such valuation and the Company (the "Appraiser"). If such the Holders and --------- the Company cannot agree on an Appraiser within fifteen (15) days after the end of the Negotiation Period, then the Company, on the one hand, and such the Holders, on the other hand, shall each select an Appraiser within twenty-one (21) days after the end of the Negotiation Period and, and those two Appraisers shall select within twenty-five (25) days after the end of the Negotiation Period, those two Appraisers shall select Period an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. Such independent Appraiser shall be directed to determine the fair market value of such securities or property as soon as practicable, but in no event later than thirty (30) days from the date of its selection. The determination by an Appraiser of the fair market value will be conclusive and binding on all parties to this Agreement. The Appraised Value of each share of Common Stock at a time when (ai) the Company is not a reporting company under the Exchange Act and (bii) the Common Stock is not traded in or on an the organized securities market or exchangemarkets, will, in all cases, be calculated by determining the Appraised Value of the entire Company taken as a whole (plus the exercise price of all Common Stock Equivalents having an exercise price per share less than the Fair Market Value of such Common Stock Equivalents) and by dividing that value by the sum of (x) the number of shares of Common Stock then outstanding plus (y) the number of shares of Common Stock Equivalents having an exercise price per share less than the Fair Market Value of such Common Stock Equivalents, ---- without premium for control or discount for minority interests, illiquidity illiquidity, or restrictions on transfer. The costs of the Appraiser will be borne equally by the CompanyCompany and Purchaser. In no event will the Appraised Value of the Common Stock or Other Securities be less than the per share consideration received or receivable with respect to the Common Stock or securities or property of the same class as the Other Securities, as the case may be, in connection with a pending transaction involving a sale, merger, recapitalization, reorganization or consolidation ofreorganization, consolidation, or share exchange involvingexchange, the Company, a dissolution of the Company, a sale or transfer of all or a majority of its assets or revenue or income generating capacity, or any similar transaction. The prevailing market prices for any security or property will not be dispositive of the Appraised Value thereof.

Appraised Value. The value determined (i) This Section 10.05(d) will apply only if the Stipulated Value rules under Section 10.05(c) are not applicable due to the failure on the part of the Manager to establish a Stipulated Value in accordance with terms and conditions of Section 10.05(c) hereof. (ii) Promptly following the following --------------- procedures(i) the Company’s receipt of notice of the death or Incapacity of a Principal, (ii) an Affected Principal’s voluntary termination of employment with the Company after the third anniversary of his or her Principal Starting Date, (iii) the Company’s termination of an Affected Principal’s employment with the Company without Cause, or (iv) the occurrence of a Triggering Event described in Section 10.04(a)(i)-(v), as applicable, the Selling Principal, on the one hand, and the Company, on the other hand, shall convene a meeting for the purpose of attempting to agree upon a purchase price for the purchase and sale of the Interest of the Selling Principal. For a period If the Selling Principal and the Company are able to reach an agreement about the amount of the purchase price for the Selling Principal’s Interest, the amount of the purchase price agreed to by the parties shall be the consideration paid for the purchase and sale of the Selling Principal’s Interest. If, however, the parties cannot reach an agreement as to purchase price within thirty (30) days after the date above-described applicable event that prompted a purchase price determination, the Company will notify the Selling Principal of a Valuation Event desire to select an appraiser experienced in valuing privately held business enterprises (the "Negotiation Period"“Appraisal Notice”), each party to this ------------------ Agreement agrees to negotiate in good faith to reach agreement upon the Appraised Value of the securities or other property at issue, as of the date of the Valuation Event, which Appraised Value will be the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. If the parties are unable to agree upon the Appraised Value of such securities or other property by the end of the Negotiation Period, then the Appraised Value of such securities or property will be determined for purposes of this Agreement by a recognized appraisal or investment banking firm mutually agreeable to a majority of the Holders taking part in the transaction the subject of such valuation Company and the Company (the "Appraiser"). If such Holders and --------- the Company Selling Principal cannot agree on an Appraiser as to which appraiser to use within fifteen ten (1510) days after the end delivery of the Negotiation PeriodAppraisal Notice, then three (3) appraisals shall be obtained, the first appraisal arranged and paid for by the Company, the second appraisal arranged and paid for by the Selling Principal, and a third (3rd) appraiser selected by the first two appraisers. The cost of the third (3rd) appraiser will be split equally between the Company, on the one hand, and such Holdersthe Selling Principal, on the other hand, . Each appraisal shall each select an Appraiser within twenty-one (21) days after the end of the Negotiation Period and, within twenty-five (25) days after the end of the Negotiation Period, those two Appraisers shall select an independent Appraiser to determine compute the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. Such independent Appraiser shall be directed to determine the fair market value Company as of such securities or property as soon as practicable, but in no event later than thirty (30) days from the date of its selection. The determination by an Appraiser death or Disability of the fair market value will be conclusive and binding on all parties Principal, the date of termination of an Affected Principal’s employment or the date of a Triggering Event, as applicable. If appraisals are used to this Agreement. The Appraised Value of each share of Common Stock at a time when (a) the Company is not a reporting company under the Exchange Act and (b) the Common Stock is not traded in or on an organized securities market or exchange, will, in all cases, be calculated by determining determine the Appraised Value of the Company taken Company, such Appraised Value shall be an amount equal to the appraisal as a whole and by dividing that value computed by the sum of one (x1) appraiser, if the number of shares of Common Stock then outstanding plus parties mutually select one (y1) appraiser, or otherwise the number of shares of Common Stock Equivalents, ---- without premium for control or discount for minority interests, illiquidity or restrictions on transfer. The costs average appraisal of the Appraiser will three (3) appraisers selected as provided above; provided, however, that if any appraisal of any of the three (3) appraisers differs from the average so determined by twenty-five percent (25%) or more, it shall be borne by the Company. In no event will disregarded, and the Appraised Value shall be the average of the Common Stock or Other Securities be less than the per share consideration received or receivable with respect to the Common Stock or securities or property remaining two (2) appraisals. The Appraised Value as finally determined by agreement of the same class as Selling Principal and the Other SecuritiesCompany or in accordance with appraisal procedures set forth herein shall be final, as the case may bebinding, in connection with a pending transaction involving a sale, merger, recapitalization, reorganization or consolidation of, or share exchange involving, the Company, a dissolution of the Company, a sale or transfer of all or a majority of its assets or revenue or income generating capacity, or any similar transaction. The prevailing market prices for any security or property will not be dispositive of the Appraised Value thereofand non-appealable.

Appraised Value. The value of a Member’s Units and the price to be paid therefore, in the event of a Transfer for which valuation under this Article XV is required, shall be the appraised value, determined in accordance with the following --------------- procedures. For a period of thirty (30) days after the date of a Valuation Event this Section 15.6 (the "Negotiation Period"“Appraised Value”). In such event, each party the transferring Member or his or her estate or personal representative (the “Selling Member”) or the Company may notify the other parties of an intent to this ------------------ Agreement agrees to negotiate in good faith to reach agreement upon value such Member’s Units by appraisal. The Members may agree on the Appraised Value within 20 days from the delivery of the securities or other property at issue, as notice of election to establish the appraised value. If the Appraised Value is not agreed upon by the Members within 20 days from the delivery of the date notice, the Appraised Value shall be equal to the amount such Member would receive under its Participating Percentage pursuant to Section 12.5 hereof, upon a deemed liquidation of the Valuation Event, which Appraised Value will be the Company and sale of all of its assets at fair market value as determined by two appraisers, one to be appointed by the Selling Member and one to be selected by the other Members. Each appraiser shall have performed at least two business appraisals for a state or federal court or a financial institution within the last two years, and shall be disinterested, objective, and without any business dealings with any of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transferthe Members prior to appointment. If the parties are unable to agree upon the The Appraised Value of such securities or other property by shall be the end average of the Negotiation Periodvaluations determined by such appraisers; provided, however, that if the difference between the valuations is more than 50% of the lower valuation, then the Appraised Value shall be equal to the average of such securities or property will be determined for purposes of this Agreement by a recognized appraisal or investment banking firm mutually agreeable to a majority of the Holders taking part in the transaction the subject valuations plus 10% of such valuation average; and the Company (the "Appraiser"). If such Holders and --------- the Company cannot agree on an Appraiser within fifteen (15) days after the end of the Negotiation Period, then the Company, on the one hand, and such Holders, on the other hand, shall each further provided that if a party fails to select an Appraiser appraiser within twenty-one (21) days after the end of the Negotiation Period and, within twenty-five (25) days after the end of the Negotiation Period, those two Appraisers shall select an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. Such independent Appraiser shall be directed to determine the fair market value of such securities or property as soon as practicable, but in no event later than thirty (30) 30 days from the date of its selection. The determination by an Appraiser receipt of the fair market value will be conclusive written request for appointment of an appraiser, or if an appraiser fails to submit a valuation to all Members and binding on all parties to this Agreement. The Appraised Value of each share of Common Stock at a time when (a) the Company is not a reporting company under within 60 days from the Exchange Act and (b) the Common Stock is not traded in date of his or on an organized securities market or exchangeher appointment, will, in all cases, be calculated by determining then the Appraised Value shall be the valuation of the Company taken as a whole and by dividing that value by the sum of (x) the number of shares of Common Stock then outstanding plus (y) the number of shares of Common Stock Equivalents, ---- without premium for control or discount for minority interests, illiquidity or restrictions on transferother appraiser. The costs of the Appraiser will be borne by the Company. In no event will the Appraised Value of the Common Stock or Other Securities be less than the per share consideration received or receivable with respect to the Common Stock or securities or property of the same class as the Other Securities, as the case may be, 7 NOTE: Lender consents obtained in connection with a pending transaction involving a sale, merger, recapitalization, reorganization the Roll-up or consolidation of, or share exchange involving, the Company, a dissolution initial closing should include consent for pledges of the Company, a sale or transfer of all or a majority of its assets or revenue or income generating capacity, or any similar transaction. The prevailing market prices for any security or property will not be dispositive of the Appraised Value thereofunits to Campus Crest.

Appraised Value. The value average of the two valuations of the ---------------- REC Assets, as determined by two Nominated Investment Bankers (one selected by an RMI Designee and the other selected by a JAH Designee) as of the date of the exercise of the REC Call Option or REC Put Option, as the case may be, using the same methodology and considerations as were used in accordance evaluating the REC Assets to derive the Initial Appraised Value, however determined, taking into consideration any liabilities or obligations encumbering such assets and making such adjustments and modifications to the valuation process as such Nominated Investment Banker determines is consistent with the following --------------- proceduresvaluation of similar companies operating in the same industry; provided, that if the difference between the two valuations is greater than ten (10%) of the higher valuation, then the Company shall select the next available Nominated Investment Bank (in the order of appearance of such firms on such schedule) and the Appraised Value shall equal the average of all three such valuations; provided, further, that if the Appraised Value on the date of exercise of the REC Call Option or the REC Put Option is greater than the Initial Appraised Value, then the Appraised Value as of the date of exercise of the REC Call Option or the REC Put Option shall be reduced by twenty five (25%) percent of such difference. For Whenever the Appraised Value is to be determined, the (x) Company, in connection with a period REC Call Option, or (y) RMI, in connection with a REC Put Option shall pay all fees and disbursement of such Nominated Investment Banks and shall require that each Nominated Investment Bank to (1) confirm in writing that it is independent with respect to, and not conducting any business with, any Stockholder or their respective Affiliates other than stock or commodity or similar brokerage or broker/dealer activities for reasonable and customary commissions or discounts and (2) report its valuation within thirty (30) days after the date of such assignment. It is acknowledged and agreed that the procedures described above are to determine the specified valuation with administrative efficiency and expediency. Accordingly, no party hereto shall have a Valuation Event (the "Negotiation Period")right, each party and no Nominated Investment Bank shall be required, to this ------------------ Agreement agrees to negotiate in good faith to reach agreement upon the Appraised Value of the securities hold any hearing, presentation or other property at issue, as of advocacy proceeding with respect to the date of the Valuation Event, which Appraised Value will be the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. If the parties are unable to agree upon the Appraised Value of such securities or other property by the end of the Negotiation Period, then the Appraised Value of such securities or property will be determined for purposes of this Agreement by a recognized appraisal or investment banking firm mutually agreeable to a majority of the Holders taking part in the transaction the subject preparation of such valuation and the Company (the "Appraiser"). If such Holders and --------- the Company cannot agree on an Appraiser within fifteen (15) days after the end of the Negotiation Period, then the Company, on the one hand, and such Holders, on the other hand, shall each select an Appraiser within twenty-one (21) days after the end of the Negotiation Period and, within twenty-five (25) days after the end of the Negotiation Period, those two Appraisers shall select an independent Appraiser to determine the fair market value determination of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. Such independent Appraiser value in accordance with the terms hereof shall be directed to determine the fair market value of such securities or property as soon as practicable, but in no event later than thirty (30) days from the date of its selection. The determination by an Appraiser of the fair market value will be conclusive final and binding on all the parties to this Agreement. The Appraised Value of each share of Common Stock at a time when (a) the Company is not a reporting company under the Exchange Act and (b) the Common Stock is not traded in or on an organized securities market or exchange, will, in all cases, be calculated by determining the Appraised Value of the Company taken as a whole and by dividing that value by the sum of (x) the number of shares of Common Stock then outstanding plus (y) the number of shares of Common Stock Equivalents, ---- without premium for control or discount for minority interests, illiquidity or restrictions on transfer. The costs of the Appraiser will be borne by the Company. In no event will the Appraised Value of the Common Stock or Other Securities be less than the per share consideration received or receivable with respect to the Common Stock or securities or property of the same class as the Other Securities, as the case may be, in connection with a pending transaction involving a sale, merger, recapitalization, reorganization or consolidation of, or share exchange involving, the Company, a dissolution of the Company, a sale or transfer of all or a majority of its assets or revenue or income generating capacity, or any similar transaction. The prevailing market prices for any security or property will not be dispositive of the Appraised Value thereofhereto.

Appraised Value. The value determined in accordance with the following --------------- procedures. For a period of thirty (30) days after the date of a Valuation Event (the "Negotiation Period"), each party to this ------------------ Agreement agrees to negotiate in good faith to reach agreement upon the Appraised Value of the securities or other property at issue, as of the date of the Valuation Event, which Appraised Value will Company shall be the its fair market value of such securities on a going concern basis without considering any "take- over" or propertysimilar premium, without premium for control or giving effect to any discount for in respect of any minority interestsinterest, illiquidity or restrictions on transfer. If the parties are unable to agree upon the Appraised Value of such securities or other property by the end and with any contractual limitation in respect of the Negotiation PeriodShares relating to voting rights and any so-called "Poison Pill" or similar rights deemed to have been eliminated or canceled, then determined from its earnings, book value and other appropriate information according to the Appraised Value of such securities or property will be determined for purposes of this Agreement by a recognized appraisal or investment banking firm mutually agreeable to a majority of following procedure. (i) The Company, and the Holders taking part in the transaction the subject of such valuation and the Company (the "Appraiser"). If such Holders and --------- the Company cannot agree on an Appraiser within fifteen (15) days after the end of the Negotiation Period, then the Company, on the one hand, and such Holders, on the other handas a group, shall each select an Appraiser appraiser, each of whom shall determine the value of the Company. (ii) If the values determined by such two (2) appraisers are the same or within Two Million Dollars ($2,000,000) of each other, then the average of such two (2) values shall be the Appraised Value. (iii) If the foregoing two (2) values differ by more than Two Million Dollars ($2,000,000), then the appraisers shall together select a third appraiser to determine the value of the Company. (iv) If the value determined by the third appraiser is greater than the larger of the values determined by the first two (2) appraisers, or less than the smaller of the first two (2) values, then the average of the values determined by the first two appraisers shall be the Appraised Value; or (v) if the value determined by the third appraiser is between the first two (2) values in amount, then the average of the value determined by the third appraiser and the one of the first two (2) values which is closest to the third value shall be the Appraised Value. (vi) Each appraiser shall be an investment banking firm of national reputation having experience in the valuation of businesses similar to the Parent in type of entity and principal activity. The Companies shall provide, with sufficient promptness to allow completion of all appraisals within the periods specified herein, all relevant information to which they have access, as may reasonably be requested by the appraisers. The Parent shall pay all fees and other expenses of all appraisers, and provide any reasonable and customary indemnification undertakings they may request. (vii) The initial appraisers shall in each case be engaged within twenty-one (21) days after the end of the Negotiation Period andnotices of exercise of the Put right, and the terms of their engagements shall be such as to cause the determinations by all appraisers to be completed within twentyforty-five two (2542) days after the end engagements of the Negotiation Period, those two Appraisers shall select an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transferinitial appraisers. Such independent Appraiser In any case this procedure shall be directed to determine the fair market value of such securities or property as soon as practicable, but in no event later than thirty completed within sixty-three (3063) days from the date of its selection. The determination by an Appraiser of the fair market value will be conclusive and binding on all parties to this Agreement. The Appraised Value of each share of Common Stock at a time when (a) the Company is not a reporting company under the Exchange Act and (b) the Common Stock is not traded in or on an organized securities market or exchange, will, in all cases, be calculated by determining the Appraised Value of the Company taken as a whole and by dividing that value by the sum of (x) the number of shares of Common Stock then outstanding plus (y) the number of shares of Common Stock Equivalents, ---- without premium for control or discount for minority interests, illiquidity or restrictions on transfer. The costs of the Appraiser will be borne by the Company. In no event will the Appraised Value of the Common Stock or Other Securities be less than the per share consideration received or receivable with respect to the Common Stock or securities or property of the same class as the Other Securities, as the case may be, in connection with a pending transaction involving a sale, merger, recapitalization, reorganization or consolidation of, or share exchange involving, the Company, a dissolution of the Company, a sale or transfer of all or a majority of its assets or revenue or income generating capacity, or any similar transaction. The prevailing market prices for any security or property will not be dispositive of the Appraised Value thereofafter such notice.

Appraised Value. The value 1. After both Purchaser and Seller have received each appraiser's Opinion of Value of the assets of the Company (formulated and submitted according to the procedures and agreements set forth herein), a single Opinion of Value ("APPRAISED VALUE") shall be determined in accordance with the following --------------- procedures. For a period manner: (a) If the amount of thirty (30) days after the date lower Opinion of a Valuation Event (Value is higher than 75 percent of the "Negotiation Period")amount of the higher Opinion of Value, each party to this ------------------ Agreement agrees to negotiate in good faith to reach agreement upon the average of the two Opinions of Value shall be the Appraised Value of the securities or other property at issue, as assets of the date Company. (b) If the amount of the Valuation Event, lower Opinion of Value is less than 75 percent of the amount of the higher Opinion of Value then the two appraisers will select a third appraiser (which Appraised Value will appraiser shall have the qualifications described in Subsection 12.2.B above and shall be given the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfersame instructions as described in Section 12.2.D above). If the parties two appraisers are unable to agree upon on the selection of the third appraiser within ten days after both Opinions of Value have been delivered to the Purchaser and Seller, the CPA shall select the third appraiser, who shall have the qualifications set forth in Subsection 12.2.B above and who shall be given the same instructions as described in Subsection 12.2.D above. The third appraiser shall reach an Opinion of Value in accordance with the terms hereof. The Opinion of Value of the third appraiser shall be final and conclusive and shall be the Appraised Value. Notwithstanding the foregoing, if the third appraiser's Opinion of Value is higher than the higher Opinion of Value of such securities or other property by the end of the Negotiation Periodfirst two appraisers, then the Appraised higher Opinion of Value of such securities or property will the first two appraisers shall be determined for purposes the Appraised Value. If the third appraiser's Opinion of this Agreement by a recognized appraisal or investment banking firm mutually agreeable to a majority Value is lower than the lower Opinion of Value of the Holders taking part in the transaction the subject of such valuation and the Company (the "Appraiser"). If such Holders and --------- the Company cannot agree on an Appraiser within fifteen (15) days after the end of the Negotiation Periodfirst two appraisers, then the Company, on the one hand, and such Holders, on the other hand, shall each select an Appraiser within twenty-one (21) days after the end lower Opinion of Value of the Negotiation Period and, within twenty-five (25) days after the end of the Negotiation Period, those first two Appraisers shall select an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. Such independent Appraiser appraisers shall be directed to determine the fair market value of such securities or property as soon as practicable, but in no event later than thirty (30) days from the date of its selection. The determination by an Appraiser of the fair market value will be conclusive and binding on all parties to this AgreementAppraised Value. 2. The Appraised Value (or the accepted Statement of each share of Common Stock at a time when (a) the Company is not a reporting company under the Exchange Act and (b) the Common Stock is not traded in or on an organized securities market or exchange, will, in all cases, be calculated by determining the Appraised Value of the Company taken as a whole and by dividing that value by the sum of (x) the number of shares of Common Stock then outstanding plus (y) the number of shares of Common Stock Equivalents, ---- without premium for control or discount for minority interests, illiquidity or restrictions on transfer. The costs of the Appraiser will be borne by the Company. In no event will the Appraised Value of the Common Stock or Other Securities be less than the per share consideration received or receivable with respect to the Common Stock or securities or property of the same class as the Other SecuritiesValue, as the case may be) shall be submitted to the CPA, who, in connection with a pending transaction involving a saleturn, mergershall determine the Purchase Price as soon as possible after he or she has been advised of the Appraised Value. The Purchase Price shall be 80 percent of the amount, recapitalization, reorganization or consolidation of, or share exchange involving, which would be received by the Company, a dissolution defaulting Member upon liquidation of the Company, a sale or transfer of all or a majority of its assets or revenue or income generating capacity, or any similar transaction. The prevailing market prices for any security or property will not Such determination shall be dispositive of made by treating the Appraised Value thereofas the gross amount received by the Company upon hypothetical liquidation of all of its assets, and by allocating to the Members' Capital Accounts the hypothetical Profits and Losses which the Company would recognize upon such hypothetical liquidation, after payment of the Company's Existing Debt. If, after adjustment of the Members' Capital Accounts to reflect the allocation of Profits and Losses to the Members upon such hypothetical liquidation, the defaulting Member would have a deficit Capital Account balance, the Purchase Price shall be zero, and the defaulting Member unconditionally shall be obligated to restore the tentative deficit to the Company concurrently with closing of the sale of the defaulting Member's interest in the Company. Immediately upon determining the Purchase Price, the CPA shall provide both Members written notice ("PRICE NOTICE") setting forth the following information: (a) The Opinion of Value of each appraiser and the Appraised Value.

Appraised Value. The This term means the value determined in accordance with the following --------------- procedures. For a period of thirty (30) days after the date of a the Valuation Event (the "Negotiation Period"), each party to this ------------------ Agreement agrees to negotiate in good faith to reach agreement upon the Appraised Value of the securities or other property at issueSubdebt Shares, as of the date of the Valuation Event, which Appraised Value will be the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity illiquidity, or restrictions on transfer. If In the parties event that the Company and the Holders are unable to agree upon the Appraised Value of such securities or other property the Subdebt Shares by the end of the Negotiation Period, then the Appraised Value of such securities or property the Subdebt Shares will be determined for purposes of this Agreement by a recognized appraisal or investment banking firm mutually agreeable to a majority of the Holders taking part in the transaction the subject of such valuation and the Company (the "Appraiser"). If such Holders and --------- the Company cannot agree on an Appraiser within fifteen (15) days after the end of the Negotiation Period, then the Company, on the one hand, and such Holders, on the other hand, shall each select an Appraiser within twenty-one (21) days after the end of the Negotiation Period and, within twenty-five (25) days after the end of the Negotiation Period, those two Appraisers shall select an independent Appraiser to determine the fair market value of such securities or propertythe Subdebt Shares, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. If the Holders and the Company cannot agree on an Appraiser, they shall each select an Appraiser, which Appraisers shall within fifteen (15) days of their respective appointments select a mutually acceptable Appraiser to determine the Fair Market Value of the Subdebt Shares. Such independent Appraiser shall be directed to determine Fair Market Value of the fair market value of such securities or property Subdebt Shares as soon as practicable, but in no event later than thirty (30) days from the date of its selection. The determination by an Appraiser of the fair market value Fair Market Value will be conclusive and binding on all parties to this Agreement. The Appraised Value of each share of Common Stock Subdebt Share at a time when (ai) the Company is not a reporting company under the Exchange Act and (bii) the Common Stock is not traded in or on an the organized securities market or exchangemarkets, will, in all cases, be calculated by determining the Appraised Value of the entire Company taken as a whole and by dividing that value by the sum of (x) the number of shares of Common Stock then outstanding plus (y) the number of shares of Common Stock Equivalents, ---- without premium for control or discount for minority interests, illiquidity illiquidity, or restrictions on transfer. The costs of the Appraiser will be borne equally by the CompanyCompany and the Holders. In To the extent applicable, in no event will the Appraised Value of the Common Stock or Other Securities Subdebt Shares be less than the per share consideration received or receivable with respect to the Common Stock or securities or property of the same class as the Other Securities, as the case may be, in connection with a pending transaction involving a sale, merger, recapitalization, reorganization or consolidation ofreorganization, consolidation, or share exchange involvingexchange, the Company, a dissolution of the Company, a sale or transfer of all or a majority of its assets or revenue or income generating capacity, or any similar transaction. The prevailing market prices for any security or property will not be dispositive of the Appraised Value thereof.

Appraised Value. The value determined in accordance with For purposes of this Agreement, the following --------------- procedures. For a period of thirty (30) days after the date “Appraised Value” of a Valuation Event Partner’s Interest shall mean the product of (a) the "Negotiation Period"), each party to this ------------------ Agreement agrees to negotiate amount in good faith to reach agreement U.S. dollars that the Partners would receive upon the Appraised Value a sale of all of the securities or other property at issueoutstanding Interests of the Partnership in an arm’s length transaction between a willing buyer and willing seller, as of the month-end next following the date of giving of the Valuation Event, notice under any provision hereof which caused the Appraised Value will to be determined times (b) the fair market value of such securities or propertypercentage Interest in the Partnership as to which the Appraised Value is to be determined. Appraised Value shall be mutually agreed upon by the Partners or, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. If if the parties Partners are unable to agree upon within 30 days, determined by an investment banking firm of national standing jointly selected by the Partners. If the Partners are unable to mutually agree on an investment banking firm, they shall each choose an investment banking firm and those two firms shall, in good faith, select a third investment banking firm. The investment banking firm so selected shall prepare an appraisal setting forth its determination of the Appraised Value, which determination shall be final and binding on the Partners. The cost of such investment banking firm(s) shall be borne by the Partnership. If the circumstances described in Section 16, 17 or 18 occur, the selling Partner must cooperate fully in selecting investment bankers and shall cooperate fully in their determination of the Appraised Value. If a selling Partner fails to select an investment banker or fails to cooperate with such banker as described herein, in either case, within ten days of receipt of a notice specifying such failure to cooperate from the other Partner, the other Partner shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of Appraised Value, which determination shall be final and binding on the selling Partner. The Partner(s) shall instruct the investment banking firm so retained to deliver its written opinion as to the Appraised Value to the Partners within 30 days following the selection of such securities or other property by the end banker. In determining Appraised Value, no discounts for lack of the Negotiation Period, then the Appraised Value of such securities or property will be determined for purposes of this Agreement by a recognized appraisal or investment banking firm mutually agreeable to a majority of the Holders taking part in the transaction the subject of such valuation and the Company (the "Appraiser"). If such Holders and --------- the Company cannot agree on an Appraiser within fifteen (15) days after the end of the Negotiation Period, then the Company, on the one hand, and such Holders, on the other hand, shall each select an Appraiser within twenty-one (21) days after the end of the Negotiation Period and, within twenty-five (25) days after the end of the Negotiation Period, those two Appraisers shall select an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity or restrictions on transfer. Such independent Appraiser lack of marketability shall be directed to determine the fair market value of such securities or property as soon as practicable, but in no event later than thirty (30) days from the date of its selection. The determination by an Appraiser of the fair market value will be conclusive and binding on all parties to this Agreementapplied. The Appraised Value of each share of Common Stock at a time when (a) as mutually agreed upon by the Company is not a reporting company under Partners or as set forth in the Exchange Act and (b) the Common Stock is not traded in or on an organized securities market or exchange, will, in all cases, be calculated by determining the Appraised Value written opinion of the Company taken as a whole and by dividing that value by the sum of (x) the number of shares of Common Stock then outstanding plus (y) the number of shares of Common Stock Equivalents, ---- without premium for control or discount for minority interests, illiquidity or restrictions on transfer. The costs of the Appraiser will be borne by the Company. In no event will the Appraised Value of the Common Stock or Other Securities be less than the per share consideration received or receivable with respect investment banker is referred to the Common Stock or securities or property of the same class herein as the Other Securities, as the case may be, in connection with a pending transaction involving a sale, merger, recapitalization, reorganization or consolidation of, or share exchange involving, the Company, a dissolution of the Company, a sale or transfer of all or a majority of its assets or revenue or income generating capacity, or any similar transaction. The prevailing market prices for any security or property will not be dispositive of the Appraised “Value thereofOpinion.”