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 property at issue, as of the date of the Valuation Event, which 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. 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 firm with experience in making determinations of value of the type required to be made under this definition. If the Holders and the Company cannot agree on an Appraiser within thirty (30) days after the end of the Negotiation Period, the Company, on the one hand, and the Holders, on the other hand, shall each select an Appraiser within forty (40) days after the end of the Negotiation Period and those two Appraisers shall select within fifty (50) days after the end of the Negotiation Period an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests. Such independent Appraiser shall be directed to determine 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. Appraised Value of each share of Common Stock at a time when (i) the Company is not a reporting company under the Exchange Act and (ii) the Common Stock is not traded in the organized securities markets, 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 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, 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, consolidation, share exchange, dissolution of the Company, sale or transfer of all or a majority of its assets or revenue or income generating capacity, or 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 property at issue, as Appraised Value of the date a share of the Valuation Event, which will Stock shall be equal to the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity, or restrictions on transfer. In the event that the parties are unable to agree upon the Appraised Value of such securities or other property by the end share as determined as of the Negotiation Period, then date of termination of Mr. Turner's employment wit▇ ▇▇▇ ▇▇▇▇▇▇▇tion and in 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 firm with experience in making determinations of value of the type required to be made under this definition. If the Holders and the Company cannot agree on an Appraiser within thirty (30) days after the end of the Negotiation Period, the Company, on the one hand, and the Holders, on the other hand, shall each select an Appraiser within forty (40) days after the end of the Negotiation Period and those two Appraisers shall select within fifty (50) days after the end of the Negotiation Period an independent Appraiser to determine following manner: the fair market value of such securities or property, without premium for control or discount for minority interests. Such independent Appraiser shall be directed determined by a Board of Arbitration comprised of three (3) members, one 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 either side fails to determine select an arbiter within fifteen (15) days after written request to do so, then the other party's arbiter shall unilaterally establish the Appraised Value in a written opinion. The decision of the majority of said arbiters, or of the single arbiter if applicable, shall be binding upon the parties hereto. If no two arbiters agree upon a single fair market value, it shall be the arithmetic average of the values determined by the two arbiters whose estimates are closest in value, which average value of such securities or property as soon as practicable, but in no event later than thirty (30) days from shall be binding upon the date of its selectionparties hereto. The determination by an Appraiser 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 fair market value will be conclusive American Arbitration Association governing commercial transactions to the extent such rules are not inconsistent with such Act and binding on all parties to this Agreement. Appraised Value Costs of each share of Common Stock at a time when (i) arbitration shall be borne as determined by the Company is not a reporting company under the Exchange Act and (ii) the Common Stock is not traded in the organized securities markets, 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 entire Company taken as Corporation (except that good will may be valued at an amount not exceeding its unamortized cost to the extent it represents a whole (plus cost to the exercise price of Corporation, and all optionsshares shall be valued equally, warrants and other rights i.e., without regard to acquire Capital Stock of the Company having an exercise price per share less than the Fair Market Value majority or minority status 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, 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, consolidation, share exchange, dissolution of the Company, sale or transfer of all or a majority of its assets or revenue or income generating capacity, or similar transaction. The prevailing market prices for any security or property will not be dispositive of the Appraised Value thereofshares.

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. In the event that 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 an Appraiser. An "Appraiser" shall be a recognized appraisal or investment banking firm with experience in making determinations of value mutually agreeable to a majority of the type required to be made under this definitionHolders taking part in the transaction the subject of such valuation and the Company (the "Appraiser"). If the such Holders and --------- the Company cannot agree on an Appraiser within thirty fifteen (3015) days after the end of the Negotiation Period, then the Company, on the one hand, and the such Holders, on the other hand, shall each select an Appraiser within forty twenty-one (4021) days after the end of the Negotiation Period and those two Appraisers shall select and, within fifty twenty-five (5025) days after the end of the Negotiation Period 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 (ia) the Company is not a reporting company under the Exchange Act and (iib) the Common Stock is not traded in the or on an organized securities marketsmarket or exchange, 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 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 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 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, reorganizationreorganization or consolidation of, consolidationor share exchange involving, share exchangethe 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 property at issue, as of the date of the Valuation Event, which 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. In the event that 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 an Appraiser. An "Appraiser" shall be a recognized appraisal or investment banking firm with experience in making determinations of value of (an "Appraiser") mutually agreeable to the type required to be made under this definitionHolders and the --------- Company. If the Holders and the Company cannot agree on an Appraiser within thirty fifteen (3015) days after the end of the Negotiation Period, then the Company, on the one hand, and the Holders, on the other hand, shall each select an Appraiser within forty twenty-one (4021) days after the end of the Negotiation Period and those two Appraisers shall select within fifty twenty-five (5025) days after the end of the Negotiation 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 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 (ia) the Company is not a reporting company under the Exchange Act and (iib) the Common Stock is not traded in the organized securities markets, 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 optionswhole, warrants and 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 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 or Appraisers 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, reorganizationreorganization or consolidation of, consolidationor share exchange involving, share exchangethe 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 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 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 property at issue, as of the date of the Valuation Event, which will be the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity, or restrictions on transferassignment. In the event It is acknowledged and agreed that the parties procedures described above 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 firm with experience in making determinations of value of the type required to be made under this definition. If the Holders and the Company cannot agree on an Appraiser within thirty (30) days after the end of the Negotiation Period, the Company, on the one hand, and the Holders, on the other hand, shall each select an Appraiser within forty (40) days after the end of the Negotiation Period and those two Appraisers shall select within fifty (50) days after the end of the Negotiation Period an independent Appraiser to determine the fair market value of such securities or propertyspecified valuation with administrative efficiency and expediency. Accordingly, without premium for control or discount for minority interests. Such independent Appraiser no party hereto shall have a right, and no Nominated Investment Bank shall be directed required, to determine fair market value of such securities hold any hearing, presentation 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. Appraised Value of each share of Common Stock at a time when (i) the Company is not a reporting company under the Exchange Act and (ii) the Common Stock is not traded in the organized securities markets, 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 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, 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 advocacy proceeding with respect to the Common Stock or securities or property preparation of such valuation and the same class as determination of such value in accordance with the Other Securities, as terms hereof shall be final and binding on the case may be, in connection with a pending transaction involving a sale, merger, recapitalization, reorganization, consolidation, share exchange, dissolution of the Company, sale or transfer of all or a majority of its assets or revenue or income generating capacity, or similar transaction. The prevailing market prices for any security or property will not be dispositive of the Appraised Value thereofparties hereto.

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 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 Eventnotice under any provision hereof which caused the Appraised Value to be determined times (b) the percentage 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, which will be if the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity, or restrictions on transfer. In the event that the parties Partners are unable to agree upon the Appraised Value within 30 days, determined by an investment banking firm of such securities or other property national standing jointly selected 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 firm with experience in making determinations of value of the type required to be made under this definitionPartners. If the Holders and the Company cannot Partners are unable to mutually agree on an Appraiser within thirty (30) days after the end of the Negotiation Periodinvestment banking firm, the Company, on the one hand, and the Holders, on the other hand, they shall each select choose an Appraiser within forty (40) days after the end of the Negotiation Period investment banking firm and those two Appraisers firms shall, in good faith, select a third investment banking firm. The investment banking firm so selected shall select within fifty (50) days after the end prepare an appraisal setting forth its determination of the Negotiation Period an independent Appraiser to determine the fair market value of such securities or propertyAppraised Value, without premium for control or discount for minority interests. Such independent Appraiser which determination shall be directed to determine 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 parties to this Agreementthe Partners. Appraised Value of each share of Common Stock at a time when (i) the Company is not a reporting company under the Exchange Act and (ii) the Common Stock is not traded in the organized securities markets, 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 other rights to acquire Capital Stock of the Company having an exercise price per share less than the Fair Market Value The cost of such Capital Stockinvestment banking firm(s) 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, or restrictions on transfer. The costs of the Appraiser or Appraisers will shall be borne by the CompanyPartnership. In no event will 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 banker. In determining Appraised Value, no discounts for lack of control or lack of marketability shall be applied. The Appraised Value as mutually agreed upon by the Partners or as set forth in the written opinion 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, consolidation, share exchange, dissolution of the Company, sale or transfer of all or a majority of its assets or revenue or income generating capacity, or similar transaction. The prevailing market prices for any security or property will not be dispositive of the Appraised “Value thereofOpinion.”

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 property at issue, as of the date of the Valuation Event, which 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. 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 with experience in making determinations of value of mutually agreeable to the type required to be made under this definitionHolders and the Company (the "Appraiser"). If the Holders and the Company cannot agree on an Appraiser within thirty fifteen (3015) days after the end of the Negotiation Period, the Company, on the one hand, and the Holders, on the other hand, shall each select an Appraiser within forty twenty-one (4021) days after the end of the Negotiation Period and those two Appraisers shall select within fifty twenty-five (5025) days after the end of the Negotiation Period an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests. Such independent Appraiser shall be directed to determine 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. Appraised Value of each share of Common Stock at a time when (i) the Company is not a reporting company under the Exchange Act and (ii) the Common Stock is not traded in the organized securities markets, will, in all cases, be calculated by determining the Appraised Value of the entire Company taken as a whole (plus after deducting any liquidation distributions payable with respect to the exercise price of all options, warrants and other rights to acquire Capital Stock of the Company having an exercise price per share less than the Fair Market Value of such Capital ▇▇▇▇▇▇▇▇ Preferred 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, 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, consolidation, or share exchange, dissolution of the Company, sale or transfer of all or a majority of its assets or revenue or income generating capacity, or 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. For (i) the Company’s receipt of notice of the death or Incapacity of a period Principal, (ii) an Affected Principal’s voluntary termination of thirty (30) days employment with the Company after the date 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 Valuation Triggering Event (the "Negotiation Period"described in Section 10.04(a)(i)-(v), each party to this Agreement agrees to negotiate in good faith to reach agreement upon as applicable, the Appraised Value Selling Principal, on the one hand, and the Company, on the other hand, shall convene a meeting for the purpose of the securities or property at issue, as of the date of the Valuation Event, which 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. In the event that the parties are unable attempting to agree upon a purchase price for the Appraised Value of such securities or other property by the end purchase and sale 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 firm with experience in making determinations of value Interest of the type required to be made under this definitionSelling Principal. If the Holders 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 agree on reach an Appraiser agreement as to purchase price within thirty (30) days after the end above-described applicable event that prompted a purchase price determination, the Company will notify the Selling Principal of a desire to select an appraiser experienced in valuing privately held business enterprises (the “Appraisal Notice”). If the Company and the Selling Principal cannot agree as to which appraiser to use within ten (10) days after the delivery of the Negotiation PeriodAppraisal Notice, 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 the HoldersSelling Principal, on the other hand, . Each appraisal shall each select an Appraiser within forty (40) days after the end of the Negotiation Period and those two Appraisers shall select within fifty (50) days after the end of the Negotiation Period an independent Appraiser to determine compute the fair market value of such securities or property, without premium for control or discount for minority interests. Such independent Appraiser shall be directed to determine fair market value the 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. Appraised Value of each share of Common Stock at a time when (i) the Company is not a reporting company under the Exchange Act and (ii) the Common Stock is not traded in the organized securities markets, will, in all cases, be calculated by determining determine the Appraised Value of the entire Company taken Company, such Appraised Value shall be an amount equal to the appraisal as a whole computed by the one (plus 1) appraiser, if the exercise price of all optionsparties mutually select one (1) appraiser, warrants and other rights to acquire Capital Stock or otherwise the average appraisal of the Company having an exercise price per share less than the Fair Market Value three (3) appraisers selected as provided above; provided, however, that if any appraisal 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, or restrictions on transfer. The costs any of the Appraiser three (3) appraisers differs from the average so determined by twenty-five percent (25%) or Appraisers will 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, consolidation, share exchange, dissolution of the Company, sale or transfer of all or a majority of its assets or revenue or income generating capacity, or 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 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 property at issue, as of the date of the Valuation Event, which 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. 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 with experience in making determinations of value of mutually agreeable to the type required to be made under this definitionHolders and the Company (the "Appraiser"). If the Holders and the Company cannot agree on an Appraiser within thirty fifteen (3015) days after the end of the Negotiation Period, the Company, on the one hand, and the Holders, on the other hand, shall each select an Appraiser within forty twenty-one (4021) days after the end of the Negotiation Period and those two Appraisers shall select within fifty twenty-five (5025) days after the end of the Negotiation Period an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests. Such independent Appraiser shall be directed to determine 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. Appraised Value of each share of Common Stock at a time when (i) the Company is not a reporting company under the Exchange Act and (ii) the Common Stock is not traded in the organized securities markets, 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 other rights to acquire Capital Common Stock of the Company Equivalents having an exercise price per share less than the Fair Market Value of such Capital StockCommon Stock Equivalents) 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 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, or restrictions on transfer. The costs of the Appraiser or Appraisers 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, consolidation, or share exchange, dissolution of the Company, sale or transfer of all or a majority of its assets or revenue or income generating capacity, or 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 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 property at issueValue" shall mean, as of the date of the Valuation Eventto any Offered Warrants or Warrant Shares or non-monetary consideration, which 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. In the event that 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 an Appraiser. An "Appraiser" shall be a recognized appraisal or investment firm with experience in making determinations of value of the type required to be made under this definition. If the Holders and the Company cannot agree on an Appraiser determination within thirty (30) 10 days after the end of the Negotiation Period, being notified thereof by the Company, on the one hand, and the Holders, on the other hand, such Selling Holder shall each within such 10-day period select an Appraiser within forty (40) days after the end of the Negotiation Period and those two Appraisers shall select within fifty (50) days after the end of the Negotiation Period an independent Appraiser appraiser to determine the fair market value of such securities Offered Warrants or property, without premium for control Warrant Shares or discount for minority interestsnon-monetary consideration on behalf of the Selling Holder. Such In the event that the independent Appraiser shall be directed to determine appraisers selected by the Company and the Selling Holder cannot agree on the fair market value of such securities Offered Warrants or property as soon as practicableWarrant Shares or non-monetary consideration, but in no event later than thirty (30) days from then the date of its selection. The determination by an Appraiser of two independent appraisers shall mutually select a third independent appraiser to determine the fair market value will of such Offered Warrants or Warrant Shares and non-monetary consideration, and the value selected by such independent appraiser shall be conclusive and binding on upon all of the parties to this Agreementhereto. Appraised Value Each such independent appraiser may use any customary method of each share determining fair market value. The cost of Common Stock at a time when (i) the independent appraiser selected by the Company is not a reporting company under shall be paid by the Exchange Act and (ii) Company, the Common Stock is not traded in the organized securities markets, will, in all cases, be calculated by determining the Appraised Value cost of the entire Company taken as a whole (plus independent appraiser, if any, selected by the exercise price Selling Holder shall be paid by the Selling Holder, and the cost of all options, warrants and other rights to acquire Capital Stock the independent appraiser selected by the two independent appraisers appointed by each of the Company having an exercise price per share less than and the Fair Market Value of such Capital Stock) and dividing that value 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 or Appraisers 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, consolidation, share exchange, dissolution of the Company, sale or transfer of all or a majority of its assets or revenue or income generating capacity, or 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 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 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 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. In the event that 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 valuations plus 10% of this Agreement by an Appraiser. An "Appraiser" shall be such average; and further provided that if a recognized appraisal or investment firm with experience in making determinations of value of the type required party fails to be made under this definition. If the Holders and the Company cannot agree on an Appraiser within thirty (30) days after the end of the Negotiation Period, the Company, on the one hand, and the Holders, on the other hand, shall each select an Appraiser appraiser within forty (40) days after the end of the Negotiation Period and those two Appraisers shall select within fifty (50) days after the end of the Negotiation Period an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests. Such independent Appraiser shall be directed to determine 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. Appraised Value of each share of Common Stock at a time when (i) the Company is not a reporting company under within 60 days from the Exchange Act and (ii) the Common Stock is not traded in the organized securities marketsdate of his or her appointment, will, in all cases, be calculated by determining then the Appraised Value shall be the valuation of the entire Company taken as a whole (plus the exercise price of all options, warrants and 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, or restrictions on transferappraiser. 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, 7 NOTE: Lender consents obtained in connection with a pending transaction involving a sale, merger, recapitalization, reorganization, consolidation, share exchange, dissolution the Roll-up or the initial closing should include consent for pledges of the Company, sale or transfer of all or a majority of its assets or revenue or income generating capacity, or 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. (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 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 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, illiquidityTriad 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 Appraised Fair Market Value of the Company, or restrictions on transfer. In then the event that Appraised Fair Market Value of the parties 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 an Appraiser. An "Appraiser" shall be a recognized appraisal or investment firm with experience in making determinations of value of the type required to be made under this definition. If the Holders and the Company cannot agree on an Appraiser within thirty (30) days after following the end 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 Negotiation Periodappraisal 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 Company, on the one hand“Initial Appraisers”, and the Holdersindividually, on the other hand, shall each select an Appraiser “Initial Appraiser”) within forty twenty (4020) days after the end 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 Negotiation Period and those two Appraisers shall select Third Appraiser within fifty twenty (5020) days after the end Initiation Date, the parties shall direct the Initial Appraisers to select and engage the Third Appraiser on behalf of the Negotiation Period an independent Appraiser to determine parties. Each of Triad Member and DHCC Member shall pay the fair market value fees and expenses of such securities or propertyits respective Appraiser, without premium for control or discount for minority interests. Such independent and the fees and expenses of the Third Appraiser shall be directed to determine 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 selectionshared equally by Triad Member and DHCC Member. The determination by an Appraiser For purposes of the fair market value will be conclusive and binding on all parties to this Agreement. Appraised Value of each share of Common Stock at a time when , 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 is not a reporting company under the Exchange Act and (ii) has, within the Common Stock is not traded in twenty-four (24) month period preceding the organized securities marketsdate of the Election Notice, willdelivered appraisals and/or fairness opinions, on a going concern basis, in all cases, be calculated by determining connection with at least three (3) other transactions involving the sales of hospitals. The Appraisers so selected shall each then conduct an appraisal to determine the Appraised Value of the entire Company taken as a whole (plus the exercise price of all options, warrants and other rights to acquire Capital Stock of the Company having an exercise price per share less than the Fair Market Value of such Capital Stockthe Company (i) on a going concern basis, (ii) using valuation techniques then customary and dividing accepted in the industry, (iii) using performance information respecting the Facilities 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 is acceptable to Triad Member and DHCC Member and that has been supplied to each of the Appraiser or Appraisers will Appraisers, (iv) viewing the enterprise of the Company as a whole, (v) taking into account the future prospects of the 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 SecuritiesThird 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, as the case may be, in connection with a pending transaction involving a sale, merger, recapitalization, reorganization, consolidation, share exchange, dissolution Appraised Fair Market Value of the Company, sale or transfer of all or a majority of its assets or revenue or income generating capacity, or 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 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 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 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). In If the event that 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 be determined for purposes of this Agreement by an Appraiser. An "Appraiser" the first two appraisers shall be a recognized appraisal or investment firm with experience in making determinations of value of the type required to be made under this definitionAppraised Value. If the Holders and third appraiser's Opinion of Value is lower than the Company cannot agree on an Appraiser within thirty (30) days after the end lower Opinion of the Negotiation Period, the Company, on the one hand, and the Holders, on the other hand, shall each select an Appraiser within forty (40) days after the end of the Negotiation Period and those two Appraisers shall select within fifty (50) days after the end of the Negotiation Period an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests. Such independent Appraiser shall be directed to determine 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. Appraised Value of each share of Common Stock at a time when (i) the Company is not a reporting company under the Exchange Act and (ii) the Common Stock is not traded in the organized securities markets, will, in all cases, be calculated by determining the Appraised Value of the entire Company taken as a whole (plus first two appraisers, then the exercise price lower Opinion of all options, warrants and 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, 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 first two appraisers shall be the Appraised Value. 2. The Appraised Value (or Other Securities be less than the per share consideration received or receivable with respect to the Common Stock or securities or property accepted Statement 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, consolidation, share exchange, dissolution which would be received by the defaulting Member upon liquidation of the Company, sale or transfer of all or a majority of its assets or revenue or income generating capacity, or 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 property at issueSubdebt Shares, as of the date of the Valuation Event, which 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. In the event that the parties 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 an Appraiser. An "Appraiser" shall be a recognized appraisal or investment banking firm with experience in making determinations of mutually agreeable to the Holders and the Company (the "Appraiser") to determine the fair market value of the type required to be made under this definitionSubdebt 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 within thirty (30) days after the end of the Negotiation PeriodAppraiser, the Company, on the one hand, and the Holders, on the other hand, they shall each select an Appraiser Appraiser, which Appraisers shall within forty fifteen (4015) days after the end of the Negotiation Period and those two Appraisers shall their respective appointments select within fifty (50) days after the end of the Negotiation Period an independent a mutually acceptable Appraiser to determine the fair market value Fair Market Value of such securities or property, without premium for control or discount for minority intereststhe Subdebt Shares. Such independent Appraiser shall be directed to determine fair market value Fair Market Value of such securities or property the 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. Appraised Value of each share of Common Stock Subdebt Share at a time when (i) the Company is not a reporting company under the Exchange Act and (ii) the Common Stock is not traded in the organized securities markets, 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 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, or restrictions on transfer. The costs of the Appraiser or Appraisers 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, consolidation, or share exchange, dissolution of the Company, sale or transfer of all or a majority of its assets or revenue or income generating capacity, or 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 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 property at issueProperty as a deep water petroleum storage terminal in the Providence, as of the date of the Valuation Event, which will be the fair market value of such securities or property, without premium for control or discount for minority interests, illiquidity, or restrictions on transferRhode Island area and assuming an arms-length transaction between a willing buyer and a willing seller. In the event that the parties 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 an Appraiser. An "Appraiser" shall be a recognized appraisal or investment firm with experience in making determinations the average of value of the type required to be made under this definition. If the Holders and the Company cannot agree on an Appraiser within thirty (30) days after the end of the Negotiation Period, the Company, on the one hand, and the Holders, on the other hand, shall each select an Appraiser within forty (40) days after the end of the Negotiation Period and those two Appraisers shall select within fifty (50) days after the end of the Negotiation Period an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests. Such independent Appraiser shall be directed to determine 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. Appraised Value of each share of Common Stock at a time when (i) the Company is not a reporting company under the Exchange Act and (ii) the Common Stock is not traded in the organized securities markets, will, in all cases, be calculated by determining the Appraised Value determination of the entire Company taken as a whole (plus two appraisers whose determinations are closest to one another. Upon Optionee's request, the exercise price of all options, warrants and other rights to acquire Capital Stock appraiser(s) shall determine the amount of the Company having an exercise price per share less than the Fair Market Value of such Capital StockEnvironmental Contingency Reserve (as defined in Section 5) 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, or restrictions on transfer. The costs of the Appraiser or Appraisers will be borne by the Company. In no event will 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 Appraised Value and the Environmental Contingency Reserve. For purposes of determining the Appraised Value, the appraisers shall proceed on the basis that the Property is not subject to the Lease (or securities or property any other lease). Within ten business days of receiving the same class as the Other Securities, as the case may be, in connection with a pending transaction involving a sale, merger, recapitalization, reorganization, consolidation, share exchange, dissolution of the Company, sale or transfer of all or a majority of its assets or revenue or income generating capacity, or similar transaction. The prevailing market prices for any security or property will not be dispositive 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 each instance in accordance with which the following procedures. For a period of thirty (30) days after the date of a Valuation Event (the "Negotiation Period"), each party purchase price for Shares to be Transferred pursuant to this Agreement agrees is to negotiate in good faith to reach agreement upon be the "Appraised Value" of the Shares, the Appraised Value of the securities or property at issueShares shall be the Agreed Value per Share as determined pursuant to Section 6.2 below using the most recently executed Certificate of Agreed Value, as of 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 the Valuation Event, which will be the fair market value of Agreed Value has not been agreed upon within such securities or property, without premium for control or discount for minority interests, illiquidity, or restrictions on transfer. 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 Periodeighteen (18) month period, then the Appraised Value of such securities or property will the Shares to be Transferred shall be determined for purposes of this Agreement by an Appraiserappraisal committee (the "Appraisal Committee"). An "Appraiser" The Appraisal Committee shall be a recognized appraisal 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 investment firm with experience in making determinations 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 of the type required to be made under this definition. If the Holders and the Company cannot agree on an Appraiser Shares within thirty (30) days after their appointment. If the end Appraisal Committee cannot agree on a value, then they shall appoint a third appraiser who shall determine the value of the Negotiation Period, the Company, on the one hand, and the Holders, on the other hand, shall each select an Appraiser Shares to be purchased within forty (40) days after the end of the Negotiation Period and those two Appraisers shall select within fifty (50) days after the end of the Negotiation Period an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests. Such independent Appraiser shall be directed to determine 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. Appraised Value of each share of Common Stock at a time when (i) the Company is not a reporting company under the Exchange Act and (ii) the Common Stock is not traded in the organized securities markets, 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 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 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 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, consolidation, share exchange, dissolution of the Company, sale or transfer of all or a majority of its assets or revenue or income generating capacity, or 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 Period"), each party to this Agreement agrees to negotiate in good faith to reach agreement upon the Appraised Value of the securities or property at issue, as of the date of the Valuation Event, which 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. In the event that 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 an Appraiser. An "Appraiser" shall be a recognized appraisal or investment firm with experience in making determinations of value of the type required to be made under this definition. If the Holders and the Company cannot agree on an Appraiser within thirty following procedure. (30i) days after the end of the Negotiation Period, the The Company, on the one hand, and the Holders, on the other handHolders as 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 forty Two Million Dollars (40$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 of the notices 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 forty-two (42) days after the end engagements of the Negotiation Period and those two Appraisers initial appraisers. In any case this procedure shall select be completed within fifty sixty-three (5063) days after the end of the Negotiation Period an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests. Such independent Appraiser shall be directed to determine 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. Appraised Value of each share of Common Stock at a time when (i) the Company is not a reporting company under the Exchange Act and (ii) the Common Stock is not traded in the organized securities markets, 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 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, 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, consolidation, share exchange, dissolution of the Company, sale or transfer of all or a majority of its assets or revenue or income generating capacity, or similar transaction. The prevailing market prices for any security or property will not be dispositive of the Appraised Value thereofnotice.

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 property at issue, as of the date of the Valuation Event, which 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. 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 firm with experience in making determinations of value of the type required to be made under this definition. If the Holders and the Company cannot agree on an Appraiser within thirty (30) days after the end of the Negotiation Period, the Company, on the one hand, and the Holders, on the other hand, shall each select an Appraiser within forty (40) days after the end of the Negotiation Period and those two Appraisers shall select within fifty (50) days after the end of the Negotiation Period an independent Appraiser to determine the fair market value of such securities or property, without premium for control or discount for minority interests. Such independent Appraiser shall be directed to determine 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. Appraised Value of each share of Common Stock at a time when (i) the Company is not a reporting company under the Exchange Act and (ii) the Common Stock is not traded in the organized securities markets, 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 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, 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, consolidation, share exchange, dissolution of the Company, sale or transfer of all or a majority of its assets or revenue or income generating capacity, or similar transactiontrandaction. The prevailing market prices for any security or property will not be dispositive of the Appraised Value thereof.