Common use of Determination of Fair Market Value Clause in Contracts

Determination of Fair Market Value. For purposes of this Section 4, "fair market value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.

Determination of Fair Market Value. For purposes of this Section 4, ---------------------------------- --------- "fair market valueFAIR MARKET VALUE" of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "ExchangeEXCHANGE"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the weighted average of the closing prices of a share of the Common Stock of the Company on the last sale prices five (5) trading days prior to the Determination Date reported on NASDAQ or as reported in The Wall Street Journal (Bweighted with respect to the trading volume with respect to each such day), (iii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported by the National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no bid and asked prices are reported for the Common Stock by the National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported in The Wall Street Journalthe "pink sheets" by the Pink Sheets, LLC on the last five (5) trading days, or (iiiv) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.'s

Determination of Fair Market Value. For purposes of this Section 4“Fair Market Value” means, "fair market value" of a share of Common Stock as of a particular date (in Lessor’s reasonable determination, the "Determination Date") shall mean greater of: (i) if shares the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of Common Stock are traded on a national securities exchange (an "Exchange")whom is under compulsion to complete the transaction, taking into account, among other things, the weighted average age, condition and performance of the closing prices System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a share of current location shall not be a deduction from the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day)valuation, and (ii) if shares [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of Common Stock are [___] percent ([__]%])) of all associated future income streams expected to be received by Lessor arising from the operation of the System for the remaining term of the Agreement including but not traded on limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor shall determine Fair Market Value within thirty (30) days after Lessee has exercised its option to Purchase the System. Lessor shall give written notice to Lessee of such determination, along with a full explanation of the calculation of Fair Market Value, including without limitation, an Exchange but trade explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee reasonably objects to Lessor’s determination of Fair Market Value within thirty (30) days after Lessor has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the over-the-counter market and such shares are quoted on solar photovoltaic industry to determine the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average Fair Market Value of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid System. Such appraiser shall act reasonably and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by to determine the Board of Directors Fair Market Value of the CompanySystem based on the formulation set forth herein, which and shall set forth such determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice opinion delivered to the Company within five (5) business days after the determination thereof Parties. The valuation made by the Board appraiser shall be binding upon the Parties in the absence of Directors fraud or manifest error. The costs of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm appraisal shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all Parties equally. Upon purchase of the costs System, Lessee will assume complete responsibility for the operation and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors maintenance of the Company, System and liability for the performance of the fair market value per share of Common Stock pursuant to clause (iii) above. k.System, and Lessor shall have no further liabilities or obligations hereunder.

Determination of Fair Market Value. For purposes If the Members or the Board (as applicable) fail to unanimously agree on the Fair Market Value of any property or assets under any provision of this Section 4Agreement, "fair market value" within twenty (20) calendar days after delivery of a share of Common Stock notice from a Member requesting a determination, the Members or the Board (as of a particular date (the "Determination Date"applicable) shall mean promptly retain a nationally recognized independent valuation firm to determine such Fair Market Value. In the absence of mutual agreement by the Members or Majority Consent of the Board (ias applicable) if shares of Common Stock are traded on a national securities exchange (an "Exchange"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company firm within five (5) business calendar days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination expiration of such Valuationtwenty (20) calendar day period, each Member shall designate within five (5) calendar days thereafter a nationally recognized valuation firm for the sole purpose of selecting a valuation firm to determine such Fair Market Value. If a Member fails to designate such a valuation firm within such five (5) calendar day period, then the Company and other Member’s designated valuation firm shall be deemed the mutually agreed accounting firm to serve for all purposes of this Section 23.16. If each Member designates a majority-in-interest of valuation firm within such five (5) calendar day period, then the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) yearssuch designated firms shall promptly select a nationally recognized valuation firm to determine such Fair Market Value pursuant to this Section 23.16, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking valuation firm shall be borne equally independent from the two (2) designated valuation firms, the Members and the Company. The valuation firm selected pursuant to this Section 23.16 is referred to as the “Independent Valuation Firm.” After the selection of the Independent Valuation Firm, (a) each Member shall submit to the Independent Valuation Firm in writing, not later than ten (10) calendar days after the Independent Valuation Firm is retained, its position with respect to such Fair Market Value, together with such supporting documentation as it deems necessary or as the Independent Valuation Firm requests, and (b) the Independent Valuation Firm shall, within fifteen (15) calendar days after receiving the positions of the Members and all supplementary supporting documentation requested by the Company Independent Valuation Firm (or if a Member fails or refuses to provide such information and documentation within a reasonable period of time, upon the expiration of a reasonable period of time), render its decision as to such Fair Market Value, which decision shall be final and binding on, and nonappealable by, the Members and the Requesting Holders, however, if the Company. The Independent Valuation is within 90% of either party's valuation, then the other party Firm shall pay all act as an expert and not as an arbitrator. The fees and expenses of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" Independent Valuation Firm shall mean the determination, to be made initially paid one half by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.each Member.

Determination of Fair Market Value. For purposes of this Section 4, ---------------------------------- --------- "fair market valueFAIR MARKET VALUE" of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "ExchangeEXCHANGE"), the weighted average of the closing prices sale price of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), ; (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the weighted average of the closing sale price of a share of the Common Stock of the Company on the last sale prices five (5) trading days prior to the Determination Date reported on NASDAQ or as reported in The Wall Street Journal (Bweighted with respect to the trading volume with respect to each such day); (iii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask pricessale price, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported by the Over the Counter Bulletin Board (the "OTCBB") or the "pink sheets" by the Pink Sheets, LLC; (iv) if no closing sales price is reported for the Common Stock by the OTCBB or "pink sheets" by the Pink Sheets, LLC for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB or in The Wall Street Journalthe "pink sheets" by the Pink Sheets, LLC on the last five (5) trading days; or (iiiv) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.'s

Determination of Fair Market Value. For purposes of this Section 4Warrant, "“fair market value" ” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "“Exchange"”), the weighted average of the closing prices sale price of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("“NASDAQ"”), the weighted average of the closing sale price of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (A) the average of the last sale prices reported on NASDAQ or (Biii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask pricessale price, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported by the Over the Counter Bulletin Board (the “OTCBB”), the National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no closing sales price is reported for the Common Stock by the OTCBB, National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB or in The Wall Street Journalthe “pink sheets” by the Pink Sheets, LLC on the last five (5) trading days, or (iiiv) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the CompanyDirectors, which determination shall be described in a duly adopted board resolution certified by the Company's ’s Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree Holder disagrees with the Board's Board of Directors’ determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected therebyHolder, which notice specifies a majority- in-interest of the Requesting Holders' Holder’s determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders Holder shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's ’s determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstandingHolder. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting HoldersHolder, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.the

Determination of Fair Market Value. For purposes of this Section 4“Fair Market Value” means, "fair market value" of a share of Common Stock as of a particular date (in Lessor’s reasonable determination, the "Determination Date") shall mean greater of: (i) if shares the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of Common Stock are traded on a national securities exchange (an "Exchange")whom is under compulsion to complete the transaction, taking into account, among other things, the weighted average age, condition and performance of the closing prices of a share System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as 4 Up to two option dates can be offered during the term, but for tax reasons, the first can be no earlier than the end of the Common Stock sixth Contract Year. scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day)valuation, and (ii) if shares [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of Common Stock are [ ] percent ([ ]%])) of all associated future income streams expected to be received by Lessor arising from the operation of the System for the remaining term of the Agreement including but not traded on limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor shall determine Fair Market Value within thirty (30) days after Lessee has exercised its option to Purchase the System. Lessor shall give written notice to Lessee of such determination, along with a full explanation of the calculation of Fair Market Value, including without limitation, an Exchange but trade explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee reasonably objects to Lessor’s determination of Fair Market Value within thirty (30) days after Lessor has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the over-the-counter market and such shares are quoted on solar photovoltaic industry to determine the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average Fair Market Value of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid System. Such appraiser shall act reasonably and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by to determine the Board of Directors Fair Market Value of the CompanySystem based on the formulation set forth herein, which and shall set forth such determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice opinion delivered to the Company within five (5) business days after the determination thereof Parties. The valuation made by the Board appraiser shall be binding upon the Parties in the absence of Directors fraud or manifest error. The costs of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm appraisal shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all Parties equally. Upon purchase of the costs System, Lessee will assume complete responsibility for the operation and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors maintenance of the Company, System and liability for the performance of the fair market value per share of Common Stock pursuant to clause (iii) above. k.System, and Lessor shall have no further liabilities or obligations hereunder.

Determination of Fair Market Value. For purposes of this Section 4, "fair market value" “FAIR MARKET VALUE” of a share of Common Stock as of a particular date (the "Determination Date"“DETERMINATION DATE”) shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"“EXCHANGE”), the weighted average of the closing prices sale price of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), ; (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("“NASDAQ"”), (A) the weighted average of the closing sale price of a share of the Common Stock of the Company on the last sale prices five (5) trading days prior to the Determination Date reported on NASDAQ or as reported in The Wall Street Journal (Bweighted with respect to the trading volume with respect to each such day); (iii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask pricessale price, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journalby the Over the Counter Bulletin Board (the “OTCBB”), the National Quotation Bureau, Incorporated, or any other successor organization; (iiiiv) if no closing sales price is reported for the Common Stock by the OTCBB, National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB or in the “pink sheets” by the Pink Sheets, LLC on the last five (5) trading days; or (v) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's ’s Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders"“REQUESTING HOLDERS”) disagree with the Board's ’s determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- majority-in-interest of the Requesting Holders' ’ determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.a

Determination of Fair Market Value. For purposes of this Section 4, "fair market valueFair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares ----------------- a specific Partnership asset will mean the amount which the Partnership would receive in an all-cash sale of Common Stock are traded such asset in an arms-length transaction with an unaffiliated third party consummated on a national securities exchange (an "Exchange"), the weighted average day immediately preceding the date on which the event occurred which necessitated the determination of the closing prices of a share of the Common Stock of the Company on the last five Fair Market Value (5) trading days prior and after giving effect to the Determination Date reported on any transfer taxes payable in connection with such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such daysale), ; and (ii) if shares of Common Stock are not traded on the Partnership will mean the amount which the Partnership would receive in an Exchange but trade all-cash sale of all of its assets and businesses as a going concern in the overan arms-the-counter market and such shares are quoted length transaction with an unaffiliated third party consummated on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) day immediately preceding the average date on which the event occurred which necessitated the determination of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQFair Market Value. After a determination of the Fair Market Value of the Partnership is made as provided above, the average Fair Market Value of a Percentage Interest will be determined by making a calculation reflecting the cash distributions which would be made to the Partners and Assignees in accordance with this Agreement if the Partnership were deemed to have received such Fair Market Value in cash and then distributed the same to the Partners and Assignees in accordance with the terms of this Agreement incident to the liquidation of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior Partnership after payment to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis all of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors Partnership's creditors from such cash receipts and assuming that all of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary convertible debt and other convertible securities were repaid or Assistant Secretary. If the Board of Directors of the Company is unable converted (whichever yields more cash to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) such convertible securities). Except as otherwise provided herein or in any agreement, document or instrument contemplated hereby, any amount to be paid under this Agreement by reference to the Fair Market Value shall be paid in full in cash, and any Percentage Interest being transferred in exchange therefor will be transferred free and clear of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.Liens.

Determination of Fair Market Value. For purposes of this Section 4, "fair market value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.'s

Determination of Fair Market Value. For purposes of this Section 410, "“fair market value" ” of one share of Warrant Stock shall be: (i) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Conversion Date; (ii) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc. (“Nasdaq”), the National Association of Securities Dealers, Inc. OTC Bulletin Board (the “Bulletin Board”) or such similar exchange or association, the closing sale price of one share of Common Stock on Nasdaq, the Bulletin Board or such other exchange or association on the last trading day prior to the Conversion Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted thereon on the last trading day prior to the Conversion Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board or such other exchange or association, the fair market value of one share of Common Stock as of a particular date (the "Determination Conversion Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by Company and the Company's Secretary or Assistant SecretaryHolder. If the Common Stock is not then listed on a national securities exchange, the Bulletin Board or such other exchange or association, the Board of Directors of the Company is unable shall respond promptly, in writing, to determine any Valuation (as defined below), or if an inquiry by the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered Holder prior to the Company within five (5) business days after exercise hereunder as to the determination thereof by the Board fair market value of Directors a share of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially Common Stock as determined by the Board of Directors of the Company, . In the event that the Board of Directors of the Company and the Holder are unable to agree upon the fair market value per share in respect of Common Stock pursuant to clause subpart (iiic) abovehereof, the Company and the Holder shall jointly select an appraiser, who is experienced in such matters. k.The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne by the Company.

Determination of Fair Market Value. For purposes of this Section 4“Fair Market Value” means, "fair market value" of a share of Common Stock as of a particular date (in Seller’s reasonable determination, the "Determination Date") shall mean greater of: (i) if shares the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing purchaser, neither of Common Stock are traded on a national securities exchange (an "Exchange")whom is under compulsion to complete the transaction, taking into account, among other things, the weighted average age, condition and performance of the closing prices System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a share of current location shall not be a deduction from the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day)valuation, (ii) if shares the present value (using a discount rate of Common Stock are not traded on an Exchange but trade in three percent (3.00%)) of all associated future income streams expected to be received by Seller arising from the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average operation of the last sale prices reported on NASDAQ or (B) if such shares are an issue System for which last sale prices are not reported on NASDAQ, the average remaining term of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did Agreement including but not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior limited to the Determination Date expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided as reported in The Wall Street Journala result of the System, or and (iii) if no price can be determined for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto. Seller shall determine Fair Market Value within thirty (30) days after Purchaser has exercised its option to Purchase the basis System. Seller shall give written notice to Purchaser of such determination, along with a full explanation of the above methods calculation of valuationFair Market Value, then including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Purchaser reasonably objects to Seller’s determination of Fair Market Value within thirty (30) days after Seller has provided written notice of such determination, the judgment Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of valuation the System. Such appraiser shall be determined act reasonably and in good faith by to determine the Board of Directors Fair Market Value of the CompanySystem based on the formulation set forth herein, which and shall set forth such determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice opinion delivered to the Company within five (5) business days after the determination thereof Parties. The valuation made by the Board appraiser shall be binding upon the Parties in the absence of Directors fraud or manifest error. The costs of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm appraisal shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all Parties equally. Upon purchase of the costs System, Purchaser will assume complete responsibility for the operation and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors maintenance of the Company, System and liability for the performance of the fair market value per share of Common Stock pursuant to clause (iii) above. k.System, and Seller shall have no further liabilities or obligations hereunder.

Determination of Fair Market Value. For purposes The fair market value of this the ---------------------------------- Registrable Securities shall be that which is negotiated by the Company and a majority in interest of the Participating Holders (as measured by their relative holdings of Registrable Securities) (the "Majority Participating Holders"). If the Company and the Majority Participating Holders fail to agree on the fair market value within 30 days of the Determination Date, then, at the election of the Majority Participating Holders, either (i) the Majority Participating Holders shall then have the right to require a sale of the Company by asset sale, merger or otherwise (a "Sale of the Company") in accordance with the provisions of Section 4, "5(g) and (h) hereof by delivering to the Company an Exit Instruction Notice or (ii) the Company and the Majority Participating Holders shall attempt to agree upon an appraiser to determine the fair market value" , which appraiser shall be a nationally recognized investment banking firm that has experience valuing network businesses and other businesses of a share of Common Stock as of a particular date the type then engaged in by the Company (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (firm or firms engaged to determine the fair market value hereunder having such qualifications being referred to as an "ExchangeAppraiser"). If, within the ten day period after the expiration of such 30 day period, the weighted average Company and the Majority Participating Holders agree upon an Appraiser to determine the fair market value in accordance with Section 5.4 above, then such Appraiser shall make such determination within 30 days after the date of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day)Appraiser's engagement, (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretarygovern. If the Board of Directors of Company and the Company is unable Majority Participating Holder do not, within such 10 day period, agree as to determine any Valuation (as defined below)a single Appraiser, or if the holders of at least fifty percent (50%) of all Appraiser appointed as provided above fails to determine such fair market value within 30 days of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination date of such ValuationAppraiser's engagement, then the Company and a majority-in-interest each of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all Majority Participating Holder's engagement, then each of the Warrants issued hereunder Company and then outstandingthe Majority Participating Holders, by notice to the other, shall appoint one Appraiser. Any and all costs and fees If either the Company or the Majority Participating Holders shall fail to appoint such an Appraiser within 10 days after the lapse of such investment banking firm 10 or 30 day period, as applicable, then the Appraiser appointed by the party that does so appoint an Appraiser shall make the determination of such fair market value and such determination shall govern. If two Appraisers are appointed and they agree upon such fair market value, their joint determination shall govern. If said two Appraisers cannot reach an agreement within 30 days after the appointment of the last Appraiser to be appointed, the two Appraisers selected shall promptly select a third Appraiser who shall within 15 days following such Appraiser's appointment, select one of the two other appraisals as constituting fair market value. All decision of the Appraiser(s) shall be rendered in writing and shall be signed by the Appraiser(s). The fair market value determined as herein provided shall be conclusive, final and binding on the parties and shall be enforceable in any court having jurisdiction over a proceeding brought to seek such enforcement. The cost of the fair market value determination shall not be taken into account in determining fair market value and shall be borne equally by the Company and the Requesting Participating Holders, however, if with the Valuation is within 90% Participating Holders bearing such portion of either party's valuation, then the other party shall pay all such cost as equals their percentage equity ownership of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.Company on a fully diluted basis.

Determination of Fair Market Value. For purposes of this Section 4, "fair market valueFair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares a ----------------- specific Partnership asset will mean the amount which the Partnership would receive in an all-cash sale of Common Stock are traded such asset in an arms-length transaction with an unaffiliated third party consummated on a national securities exchange (an "Exchange"), the weighted average day immediately preceding the date on which the event occurred which necessitated the determination of the closing prices of a share of the Common Stock of the Company on the last five Fair Market Value (5) trading days prior and after giving effect to the Determination Date reported on any transfer taxes payable in connection with such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such daysale), ; and (ii) if shares of Common Stock are not traded on the Partnership will mean the amount which the Partnership would receive in an Exchange but trade all-cash sale of all of its assets and businesses as a going concern in the overan arms-the-counter market and such shares are quoted length transaction with an unaffiliated third party consummated on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) day immediately preceding the average date on which the event occurred which necessitated the determination of the last Fair Market Value (assuming that such sale prices reported on NASDAQ were accomplished pursuant to a Liquidity Event of the type referred to in Section 13.9(b)(i) above and all of the proceeds from such sale were paid directly to the Partnership other than an amount of such proceeds necessary to pay transfer taxes payable in connection with such sale, which amount will not be received or (B) if such shares are an issue for which last sale prices are not reported on NASDAQdeemed received by the Partnership). After a determination of the Fair Market Value of the Partnership is made as provided above, the average Fair Market Value of a Partnership Interest will be determined by making a calculation reflecting the cash distributions which would be made to the Unitholders in accordance with this Agreement if the Partnership were deemed to have received such Fair Market Value in cash and then distributed the same to the Unitholders in accordance with the terms of this Agreement incident to the liquidation of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior Partnership after payment to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis all of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors Partnership's creditors from such cash receipts and assuming that all of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary convertible debt and other convertible securities were repaid or Assistant Secretary. If the Board of Directors of the Company is unable converted (whichever yields more cash to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) such convertible securities). Except as otherwise provided herein or in any agreement, document or instrument contemplated hereby, any amount to be paid under this Agreement by reference to the Fair Market Value shall be paid in full in cash, and any Partnership Interest being transferred in exchange therefor will be transferred free and clear of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.Liens.

Determination of Fair Market Value. For purposes of this Section 4, "determining the “fair market value" ” of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange")Property under this Article XIX, the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior parties shall, at Lessee’s sole expense, each retain an independent MAI appraiser to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on prepare an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, appraisal of the fair market value per share of Common Stock pursuant the Property, including any additions or renovations thereto. Notwithstanding the foregoing, Lessee may elect to clause exclude from the fair market value determination, the value of any new improvements to the Property paid for by Lessee and not otherwise financed by Lessor that are separate and distinct from the improvements existing as of the Effective Date (iii“Lessee Improvements”). The value of such Lessee Improvements to be excluded from the fair market value of the Property shall be described in the appraisals of the Property. Notwithstanding any of the foregoing, in no event shall any improvements arising from Lessee’s maintenance and repair obligations hereunder constitute Lessee Improvements. In determining the fair market value of the Property and Lessee Improvements, if any, the appraisers shall utilize the cost, income and sales comparison approaches to value. In utilizing the income approach, the appraisers shall determine the “leased fee” value of the Property, which shall be arrived at by considering (a) abovethe income that would be produced by this Lease through the end of the fully extended Lease term, and (b) any other factors relating to such approach which the appraiser shall deem relevant in the appraisers’ sole discretion. k.The concluded value which results from the calculation of each of the cost approach, the income approach and the sales comparison approach, all as determined in accordance with the provisions of this subsection, shall constitute the “appraisal value” of the Property for each respective appraisal. Once the appraisals are obtained, then the parties shall submit the appraisals to an arbitrator reasonably acceptable to Lessor and Lessee experienced in matters of commercial real estate and the “fair market value” of each Property for purposes of this subsection shall be determined by “baseball arbitration” in accordance with the commercial arbitration rules of the American Arbitration Association, wherein the 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 36 arbitrator shall review both appraisals and shall select either Lessor’s appraisal or Lessee’s appraisal and the appraisal selected by the arbitrator shall constitute the “fair market value” of the Property for purposes of this Article XIX. In the event the “fair market value” so determined is unacceptable to Lessee, Lessee may cancel its exercise of the option without penalty; provided, however, Lessee shall reimburse Lessor for its Costs incurred in connection with Lessee’s exercise of the option. 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and TN File No. 6457/02-5000 37

Determination of Fair Market Value. The Fair Market Value of Interests to be transferred or other property received pursuant to this Agreement shall be determined in the following manner: For purposes of this Section 49.7, "fair market value" Sellers owning a majority of a share the applicable Offered Interests shall have the right to act on behalf of Common Stock as the Sellers. Within 15 days after the delivery of a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange")notice requiring such determination, the weighted average of Sellers and the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation Buyers shall be determined attempt in good faith by to agree on the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant SecretaryFair Market Value. If the Board of Directors Sellers and the Buyers fail within 15 days thereafter to agree thereon, each of the Company is unable Sellers and the Buyers shall deliver a notice to determine any Valuation the other appointing as its appraiser (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting HoldersAppraiser") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable an independent accounting or investment banking firm of national reputation which has not had nationally recognized standing. The Sellers and Buyers by mutual agreement shall also appoint a material relationship with third Appraiser. If after appointment of the Company two Appraisers, the Sellers and Buyers are unable to agree upon a third Appraiser, such appointment shall be made within fifteen days of the request by the American Arbitration Association, or any officer organization successor thereto, from a panel of arbitrators having experience in the appraisal of the Company type of property then the subject of appraisal. The decisions of the three Appraisers so appointed and chosen shall be given within 30 days after the preceding two (2) yearsselection of such third Appraiser. If the determination of one Appraiser differs from the middle determination by more than twice the amount by which the other determination differs from the middle determination, which shall determine such Valuation. Such investment banking firm's then the determination of such Valuation Appraiser shall be finalexcluded, the remaining two determinations shall be averaged and such average shall be binding and conclusive on the Company and parties; otherwise the holders average of all three determinations shall be binding and conclusive. The Sellers' obligation to provide an Offer Notice pursuant to Section 9.2(a) shall not be applicable until the date of the Warrants issued hereunder and then outstanding. Any and all costs and fees delivery of such investment banking firm determination to the Buyers. The costs of conducting any Appraisal Procedure shall be borne as follows: (x) the costs of the Appraiser designated by the Sellers and other costs separately incurred by the Sellers shall be borne by the Sellers; (y) the costs of the Appraiser designated by the Buyers and other costs separately incurred by the Buyers shall be borne by the Buyers; and (z) the costs of the third Appraiser, if any, shall be shared equally by the Company Sellers and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.Buyers.

Determination of Fair Market Value. For purposes of this Section 4“Fair Market Value” means, "fair market value" of a share of Common Stock as of a particular date (in Seller’s reasonable determination, the "Determination Date") shall mean greater of: (i) if shares the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of Common Stock are traded on a national securities exchange (an "Exchange")whom is under compulsion to complete the transaction, taking into account, among other things, the weighted average age, condition and performance of the closing prices System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a share of current location shall not be a deduction from the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day)valuation, and (ii) if shares [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of Common Stock are [___] percent ([__]%])) of all associated future income streams expected to be received by Seller arising from the operation of the System for the remaining term of the Agreement including but not traded on limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Seller shall determine Fair Market Value within thirty (30) days after Purchaser has exercised its option to Purchase the System. Seller shall give written notice to Purchaser of such determination, along with a full explanation of the calculation of Fair Market Value, including without limitation, an Exchange but trade explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Purchaser reasonably objects to Seller’s determination of Fair Market Value within thirty (30) days after Seller has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the over-the-counter market and such shares are quoted on solar photovoltaic industry to determine the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average Fair Market Value of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid System. Such appraiser shall act reasonably and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by to determine the Board of Directors Fair Market Value of the CompanySystem based on the formulation set forth herein, which and shall set forth such determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice opinion delivered to the Company within five (5) business days after the determination thereof Parties. The valuation made by the Board appraiser shall be binding upon the Parties in the absence of Directors fraud or manifest error. The costs of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm appraisal shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all Parties equally. Upon purchase of the costs System, Purchaser will assume complete responsibility for the operation and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors maintenance of the Company, System and liability for the performance of the fair market value per share of Common Stock pursuant to clause (iii) above. k.System, and Seller shall have no further liabilities or obligations hereunder.

Determination of Fair Market Value. For purposes The term "Fair Market Value" shall mean, the fair value of this Section 4, "fair market value" of a share of Common Stock the applicable Security or other securities as of a particular the applicable date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of a sale of such Security or securities in an arms length private sale between a willing buyer and a willing seller, neither acting under compulsion (or, in the above methods case of valuationan Option, the fair value of the Shares that may then be purchased or received by the judgment holder of valuation such Option upon exercise or conversion thereof, determined as described in this Section 10, minus the exercise or conversion price applicable thereto). In determining such Fair Market Value, no discount shall be determined taken for constituting a minority interest and no upward adjustment or discount shall be taken relating to the fact that the Securities in question are subject to the restrictions and entitled to the rights provided hereunder. For purposes of Sections 6 or 7 of this Agreement, such Fair Market Value shall be determined: (i) in the case of any Securities or other securities to be valued representing less than 10% of the then outstanding Registrable Securities, in good faith by the Board and (ii) in the case of Directors any Securities or other securities to be valued representing more than 10% of the Companythen outstanding Registrable Securities, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine absent any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on agreement between the Company and the holders of all a majority of the Warrants issued hereunder and then outstanding. Any and all costs and fees of Securities in question regarding such investment banking firm shall be borne equally valuation, by an Independent Investment Banking Firm retained by the Company (the fees and the Requesting Holders, however, if the Valuation is within 90% expenses of either party's valuation, then the other party which shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially shared in one-half shares by the Board of Directors of the Company, on the one hand, and the holders of Securities subject to such Fair Market Value determination, on the other hand) selected as follows. The Board shall select three Independent Investment Banking Firms none of whom shall be an Affiliate of any Investor, and the Independent Investment Banking Firm to perform the calculation shall be selected from such list of three by the holders of a majority of the fair market value per share of Common Stock pursuant Securities subject to clause (iii) above. k.such Fair Market Value determination.

Determination of Fair Market Value. For all purposes of this Section 4, "fair market value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange")Agreement, the weighted average calculation of the closing prices of a share value of the Common Stock net assets of the Company on Partnership or the last five (5) trading days Fair Market Value of any Investments or of any other form of payment other than cash received in exchange for any Investments shall be made by the General Partner. In general, non- publicly traded securities will be valued at cost, unless credit fundamentals or independent third party transactions indicate in the good faith judgment of the General Partner, that a write-down or write-up is appropriate. Assets other than Marketable Securities, including any direct investments prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to establishment of a public market for the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average securities of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQportfolio company involved, will be valued in good faith by the General Partner using methods it considers appropriate. The General Partner will value Marketable Securities at the average of the closing bid and ask prices, in each case on price for such securities over the last five (5) trading period beginning 5 days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) immediately prior to and ending 5 days after such date of determination. All valuations which have been determined in accordance with the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis terms of the above methods of valuation, then the judgment of valuation this Section 5.3 shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding final and conclusive on the Company Partnership and all Partners, their successors and assigns; provided, however, that the General Partner shall mail or otherwise furnish to the Exceptions Committee a statement (which need not have been audited) setting forth the calculations of the value of net assets of the Partnership or the Fair Market Value of any Investments or of property received in exchange for any Investments made during each Fiscal Year. If within 30 days after such a statement is mailed or otherwise furnished, the Exceptions Committee notifies the General Partner in writing of its objection to the calculation of value of any of the net assets of the Partnership or the Fair Market Value of any Investments or of property received in exchange for any Investments, the General Partner shall utilize an alternative value for the assets in question. If within 30 days after such notice, the Exceptions Committee notifies the General Partner in writing of their objection to this redetermination, the valuation shall be submitted to arbitration by an independent appraiser mutually acceptable to the General Partner and the holders Exceptions Committee. The valuation of all of such independent appraiser shall be final and conclusive on the Warrants issued hereunder and then outstanding. Any Partnership and all Partners, their successors and assigns. All costs and fees of such investment banking firm arbitration by an independent appraiser incurred pursuant to this Section 5.3 shall be borne equally by the Company and Partnership, unless the Requesting Holders, however, if resulting appraisal shall result in a valuation more than 20% lower than that submitted by the Valuation is within 90% of either party's valuation, then General Partner. In the other party shall pay all of the costs and fees event of such investment banking firm. For purposes a difference in valuation of this Section 4(j)more than 20%, the term "Valuation" General Partner shall mean bear the determination, to be made initially by the Board cost of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.such appraisal.

Determination of Fair Market Value. For purposes of this Section 4, "fair “Fair market value" of a share of Common Stock as of a particular date (” means, in Vendor {Contractor’s} reasonable determination, the "Determination Date") shall mean greater of: (i) if shares the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of Common Stock are traded on a national securities exchange (an "Exchange")whom is under compulsion to complete the transaction, taking into account, among other things, the weighted average age, condition and performance of the closing prices System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a share of current location shall not be a deduction from the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day)valuation, and (ii) if shares the present value (using a discount rate of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty eight percent (508%) of all associated future income streams expected to be received by Vendor {Contractor} arising from the operation of the Warrant Shares then issuable hereunder (collectivelySystem for the remaining PPA term including but not limited to the expected price of electricity, the "Requesting Holders") disagree environmental attributes, and tax credits and factoring in future costs and expenses associated with the Board's determination of any Valuation by written notice delivered to the Company System avoided]. Vendor {Contractor} shall determine fair market value within five thirty (530) business days after the determination thereof by Using Agency has exercised its option to purchase the Board System. Vendor {Contractor} shall give written notice to the Using Agency of Directors such determination, along with a full explanation of the Company is communicated calculation of fair market value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If the Using Agency reasonably objects to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' Vendor’s {Contractor’s} determination of fair market value within thirty (30) days after Vendor {Contractor} has provided written notice of such Valuationdetermination, then the Company and a majority-in-interest of the Requesting Holders Parties shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship nationally recognized independent appraiser with experience and expertise in the Company or any officer of the Company within the preceding two (2) years, which shall solar photovoltaic industry to determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant the System. Such appraiser shall act reasonably and in good faith to clause (iii) abovedetermine the fair market value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. k.The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, the Using Agency will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Vendor {Contractor} shall have no further liabilities or obligations for that System, Facility or Premises.

Determination of Fair Market Value. For purposes The determination of this Section 4, "the fair market value" of a share of Common Stock as of a particular date value (the "Determination DateFair Market Value") of the Social Parts described in Section 3(a) - 3(c) above shall mean be made in accordance with this Section 3(d). Promptly upon receipt by a Member of a call or put notice, as the case may be, under Sections 3(a), 3(b) or 3(c) above, each Member shall promptly appoint as an appraiser an internationally-recognized investment banking firm (i) if shares of Common Stock are traded on a national securities exchange (an "Exchangerecognized investment banking firm"). Each appraiser shall, within thirty (30) days of appointment, separately investigate the weighted average value of the closing prices of a share Social Parts to be purchased or sold, as the case may be, as of the Common Stock proposed transfer date and shall submit a notice of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect an appraisal of that value to each Member. If the appraised values of such dayconsideration (the "Earlier Appraisals") vary by less than ten percent (10%), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case two appraisals on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the per unit basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by controlling as the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretaryfair market value. If the Board of Directors appraised values vary by more than ten percent (10%), the appraisers, within ten (10) days of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all submission of the Warrant Shares then issuable hereunder (collectivelylast appraisal, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies shall appoint a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, third appraiser which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such a recognized investment banking firm. For purposes The third appraiser shall, within thirty (30) days of this Section 4(j)its appointment, the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of appraise the fair market value per share of Common Stock pursuant the Social Parts in question as of the proposed transfer date and submit notice of its appraisal to clause (iii) aboveeach Member. k.The value determined by the third appraiser shall be controlling as the fair market value of the Social Parts unless the value is greater than the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless the value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any Member fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. Each Member shall bear the cost of its respective appointed appraiser. The cost of the third appraisal shall be shared equally between the Members.

Determination of Fair Market Value. For purposes If, in connection with the exercise by the Company of this its Call Right under Section 4, "fair market value" 9 of a share of the Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange")Plan, the weighted average Participant reasonably believes that the Board of Directors’ determination of Fair Market Value (if applicable) is not reasonable, then the Participant may challenge the Board of Directors’ determination of such Fair Market Value by giving written notice to the Board of Directors no later than 10 business days after receipt of notice of the closing prices purchase price which the Company intends to pay upon exercise of a share its Call Right. In such event, the Company shall engage at its own expense an appraisal or investment banking firm that is independent of the Company and its Affiliates to determine the Fair Market Value of the Common Stock for purposes of determining the Company on purchase price to be paid by the last five (5) trading days Company; provided, however, that if such a determination has been made by such an appraisal or investment banking firm less than one year prior to the Determination Date reported on such Exchange date as reported in The Wall Street Journal (weighted with respect to of which the trading volume with respect to each such day), (ii) if shares Fair Market Value of the Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQis to be determined, the average of the closing bid Company shall not be required to engage any such firm and ask pricesmay, in each case on its discretion, instead rely upon such earlier valuation. Any such appraisal or investment banking firm engaged by the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation Company shall be determined in good faith selected by the Board of Directors of the Company, which determination and shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered reasonably satisfactory to the Company within five (5) business days after the determination thereof Participant. The purchase price determined by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company independent appraisal or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne conclusive and binding on the parties. Anything in Section 10(a) of the Common Plan or this Agreement to the contrary notwithstanding, if such an independent appraisal or investment banking firm is appointed, no payment shall be made in respect of the Company’s repurchase of Vested Options or Option Shares pending the determination of the purchase price by such firm, and payment of such purchase price shall instead be made no later than the tenth business day following receipt by the Company of the report of such firm establishing such purchase price. If there has been an independent appraisal or determination of Fair Market Value by an independent appraisal or investment banking firm within the past one year and the Fair Market Value so determined by the independent appraisal or investment banking firm exceeds the earlier Fair Market Value so determined by 10%, the costs of such firm shall be for the account of the Company; in all other cases, the costs of such firm shall be shared equally by the Company and the Requesting HoldersParticipant, however, if and the Valuation is within 90% Company shall have the right to withhold such costs from any payment it makes in respect of either party's valuation, then its repurchase of Vested Options or Option Shares from the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.Participant.

Determination of Fair Market Value. For purposes of this calculating the Removal Amount described above in Section 48.3(b), "fair market value" the Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") each Property shall mean be (i) if shares the net amount obtained by liquidating such Property in accordance with Section 9.2 and applying the proceeds of Common Stock are traded on a national securities exchange (an "Exchange"), sale to the weighted average payment of the closing prices of a share of the Common Stock debts and obligations of the Company on secured by or relating to such Property (including a prorata portion of the last five (5Company's debts and obligations that are not secured by or do not relate to any particular Property) trading days prior and to the Determination Date reported on expenses of liquidating such Exchange as reported Property and to the setting up to any reserves in The Wall Street Journal accordance with Section 9.2(iv)(B) hereof (weighted but only with respect to such Property), or (ii) if the trading volume Company elects not to liquidate each such Property, determined by agreement between LXP and the Fund, or if agreement cannot be reached within thirty (30) days after determination that the Property will not be liquidated, by an independent, reputable and qualified real estate appraiser with at least ten (10) years experience selected by the Fund and LXP. If LXP and the Fund cannot agree on an appraiser, then each shall select an independent, qualified and reputable real estate appraiser with at least ten (10) years experience to determine the Fair Market Values of the Properties. If the appraisers agree on the Fair Market Values, then the Fair Market Values of the Properties shall be as determined by the appraisers. If the appraisers do not agree, then each appraiser shall set forth its determination of the Fair Market Value of each Property and, with respect to each Property, if the higher amount set forth in either appraisal is not more than 10% of the lower amount, then the Fair Market Value of such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) Property shall be the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, amount set forth in the average two appraisals. If the higher amount exceeds the lower amount of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on appraisal of any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuationProperty by more than 10%, then the judgment two appraisers shall designate a third appraiser to determine the Fair Market Value of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretarysuch Property. If the Board of Directors two appraisers cannot agree upon the designation of the Company is unable third appraiser, then the third appraiser shall be appointed by the American Arbitration Association in the City of New York. The third appraiser shall conduct such investigations as it shall deem appropriate and within 30 days after its date of designation shall choose, with respect to determine any Valuation (each Property as defined below)to which a Fair Market Value has not been determined pursuant to the second preceding sentence, or if the holders of at least fifty percent (50%) of all appraisal of the Warrant Shares then issuable hereunder (collectively, Fund's appraiser or the "Requesting Holders") disagree with appraisal of LXP's appraiser and no other amount as the Board's determination Fair Market Value of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors each Property. The decision of the Company is communicated to holders of third appraiser shall be in writing and shall be binding on LXP and the Warrants affected thereby, which notice specifies a majority- in-interest of Fund. If LXP and the Requesting Holders' determination of such ValuationFund agree on an appraiser, then the Company shall pay the fees and a majority-in-interest expenses of such appraiser. If LXP and the Fund each select an appraiser, then LXP and the Fund shall each pay the fees and expenses of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with appraiser selected by it, and the Company shall pay the fees and expenses 50 56 of any third appraiser designated by such appraisers or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.American Arbitration Association.

Determination of Fair Market Value. For purposes The term "Fair Market Value" shall mean, the fair value of this Section 4, "fair market value" the applicable Security or other securities as of the applicable date on the basis of a share sale of Common Stock as such Security or securities in an arms length private sale between a willing buyer and a willing seller, neither acting under compulsion (or, in the case of a particular date (an Option, the "Determination Date") shall mean (i) if fair value of the shares of Common Stock that may then be purchased or received by the holder of such Option upon exercise or conversion thereof, determined as described in this Section 10, minus the exercise or conversion price applicable thereto). In determining such Fair Market Value, no discount shall be taken for constituting a minority interest and no upward adjustment or discount shall be taken relating to the fact that the Securities in question are traded on a national subject to the restrictions and entitled to the rights provided hereunder. For purposes of Sections 6 or 7 of this Agreement, such Fair Market Value shall be determined: (i) in the case of any Securities or other securities exchange to be valued representing less than ten percent (an "Exchange"), the weighted average 10%) of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day)then outstanding Registrable Securities, (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board Board, and (ii) in the case of Directors of the Company, which determination shall any Securities or other securities to be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty valued representing more than ten percent (5010%) of all of the Warrant Shares then issuable hereunder (collectivelyoutstanding Registrable Securities, the "Requesting Holders") disagree with the Board's determination of absent any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on agreement between the Company and the holders of all a majority of the Warrants issued hereunder and then outstanding. Any and all costs and fees of Securities in question regarding such investment banking firm shall be borne equally valuation, by an Independent Investment Banking Firm retained by the Company (the fees and the Requesting Holders, however, if the Valuation is within 90% expenses of either party's valuation, then the other party which shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially shared in one-half shares by the Board of Directors of the Company, on the one hand, and the holders of Securities subject to such Fair Market Value determination, on the other hand) selected as follows: the Board shall propose three (3) Independent Investment Banking Firms, and the Independent Investment Banking Firm to perform the calculation shall be selected from such list of three by the holders of a majority of the fair market value per share of Common Stock pursuant Securities subject to clause (iii) above. k.such Fair Market Value determination.

Determination of Fair Market Value. For purposes The Fair Market Value of Interests to be transferred or other property received pursuant to this Section 4, "fair market value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation Agreement shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree accordance with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firmthis Section 7.7. For purposes of this Section 4(j)7.7, the term "Valuation" Sellers owning a majority of the applicable Offered Interests shall mean have the right to act on behalf of the Sellers. Within *** after the delivery of the notice requiring such determination, the Sellers and American III shall attempt in good faith to agree on the Fair Market Value. If the Sellers and American III fail within *** thereafter to agree thereon, each of *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. the Sellers and American III shall deliver a notice to the other appointing as its appraiser (“Appraiser”) an independent accounting or investment banking firm or appraisal firm of nationally recognized standing. The Sellers and American III by mutual agreement shall also appoint a third Appraiser. If after appointment of the two Appraisers, the Sellers and American III are unable to agree upon a third Appraiser, such appointment shall be made initially within *** of the request by the Board American Arbitration Association, or any organization successor thereto, from a panel of Directors arbitrators having experience in the appraisal of the Company, type of property then the subject of appraisal. The decisions of the fair market value per share three Appraisers so appointed and chosen shall be given within *** after the selection of Common Stock such third Appraiser. If the determination of one Appraiser differs from the middle determination by more than twice the amount by which the other determination differs from the middle determination, then the determination of such Appraiser shall be excluded, the remaining two determinations shall be averaged and such average shall be binding and conclusive on the parties; otherwise the average of all three determinations shall be binding and conclusive. The Sellers’ obligation to provide a Third Party Offer Notice pursuant to clause Section 7.3(a) shall not be applicable until the date of delivery of such determination to American III. The costs of conducting any appraisal procedure shall be borne as follows: (iiia) abovethe costs of the Appraiser designated by the Sellers and other costs separately incurred by the Sellers shall be borne by the Sellers; (b) the costs of the Appraiser designated by American III and other costs separately incurred by American III shall be borne by American III and (c) the costs of the third Appraiser, if any, shall be shared equally by the Sellers and American III. k.For purposes of this Section, the Fair Market Value of an Interest shall be equal to the amount the holder thereof would be entitled to receive pursuant to Section 13.3 if the Company’s business and assets (including intangibles, such as goodwill) were sold for their Fair Market Value, all Company liabilities were paid and the Company were liquidated.

Determination of Fair Market Value. For purposes of this Section 4, "fair market value" “FAIR MARKET VALUE” of a share of Common Stock as of a particular date (the "Determination Date"“DETERMINATION DATE”) shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"“EXCHANGE”), the weighted average of the closing prices sale price of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), ; (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("“NASDAQ"”), (A) the weighted average of the closing sale price of a share of the Common Stock of the Company on the last sale prices five (5) trading days prior to the Determination Date reported on NASDAQ or as reported in The Wall Street Journal (Bweighted with respect to the trading volume with respect to each such day); (iii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask pricessale price, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journalby the Over the Counter Bulletin Board (the “OTCBB”), the National Quotation Bureau, Incorporated, or any other successor organization; (iiiiv) if no closing sales price is reported for the Common Stock by the OTCBB, National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB or in the “pink sheets” by the Pink Sheets, LLC on the last five (5) trading days; or (v) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's ’s Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders"“REQUESTING HOLDERS”) disagree with the Board's ’s determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.the

Determination of Fair Market Value. For purposes of this Section 4, "fair market value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"), the weighted average The Fair Market Value of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the overBuy-the-counter market and such shares are quoted on the National Association of Back Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors and its determination thereof shall be set forth in the Buy-Back Notice (or, if the Company declines to give a Buy-Back Notice, in a notice to the applicable Management Holder and Centre Management, which notice shall be given at the end of the First Period), provided that if within 15 days of the giving of such notice of Fair Market Value the applicable Management Holder(s) give written notice to the Company and Centre Management reasonably objecting to the Board’s determination of Fair Market Value and the Company and such Management Holders are unable to agree on the Fair Market Value of the Buy-Back Securities within 15 days of such notice, the Board shall select a third-party appraisal firm reasonably acceptable to such Management Holder(s) and such firm shall be directed to determine the Fair Market Value of the Buy-Back Securities. If a third-party appraisal firm is selected, Fair Market Value of the Buy-Back Securities shall be as determined by such third-party appraiser and the fees payable to such appraiser shall be borne (i) by the Company, which determination shall be described if the Fair Market Value determined by such appraiser exceeds 110% of the Fair Market Value determined by the Board, (ii) by the Management Stockholders, if the Fair Market Value determined by the appraiser is less than 105% of the Fair Market Value determined by the Board, and (iii) in a duly adopted board resolution certified all other cases, equally by the Company's Secretary or Assistant Secretary, on one hand, and the applicable Management Holders, on the other hand. If the Board The determination of Directors Fair Market Value of the Company is unable Buy-Back Securities pursuant to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%this section 5(d) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.conclusive.

Determination of Fair Market Value. For purposes of those provisions of this Section 4Warrant requiring a determination in accordance with this SECTION 4(i), "fair market valueFAIR MARKET VALUE" of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "ExchangeEXCHANGE"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day)THE WALL STREET JOURNAL, (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street JournalTHE WALL STREET JOURNAL, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.'s

Determination of Fair Market Value. For purposes of this Section 45, the term "fair market valueFair Market Value" of a share any of Common Stock the Company's equity securities shall mean, as of any date, a particular date (proportionate interest in the "Determination Date") shall mean (i) if shares fair value of Common Stock are traded on a national securities exchange (an "Exchange"), the weighted average all of the closing prices of a share Company's equity securities determined as of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined applicable date on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) sale of all of the Warrant Shares then issuable hereunder Company's equity securities in an arms length private sale between a willing buyer and a willing seller, neither acting under compulsion (collectivelyor, in the case of an option, the "Requesting Holders") disagree fair value of the shares of capital stock that may then be purchased upon exercise thereof minus the exercise price applicable thereto), as initially determined by the Board in its reasonable good faith judgment (which determination shall take into account all relevant factors determinative of value but without any discount for lack of liquidity, minority status or absence of control), provided that in the event that the Executive reasonably disagrees with such determination, the Board's determination of any Valuation by Executive shall deliver to the Board a written notice delivered to the Company of objection within five (5) business ten days after the Board notifies the Executive of its determination thereof of Fair Market Value, and the Board and the Executive will negotiate in good faith to agree on such Fair Market Value. If such agreement is not reached within 30 days after the Executive's written notice of objection, Fair Market Value shall be determined by an investment banker jointly selected by the Board of Directors of and the Company is communicated to holders of the Warrants affected therebyExecutive, which investment banker shall submit to the Board and the Executive a report within 30 days of its engagement setting forth such determination (which determination shall take into account all relevant factors determinative of value but without any discount for lack of liquidity, minority status or absence of control). If the parties are unable to agree on an investment banker within 45 days after the Executive's written notice specifies of objection, the investment banker shall be a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable nationally recognized investment banking firm of national reputation which has not had a material relationship with selected jointly by the Company or any officer of investment banker that was proposed by the Company within Board and the preceding two (2) years, which shall determine such Valuationinvestment banker that was proposed by the Executive . Such investment banking firm's determination The expenses of such Valuation investment banker shall be final, binding and conclusive on allocated between the Company and the holders Executive so that the Executive's share of all such expenses shall be in the same proportion that the aggregate amount of the Warrants issued hereunder amount disputed by the Executive that is unsuccessfully disputed bears to the total amount of the amount originally disputed by the Executive and then outstandingthe Company shall bear the balance of such expenses. Any and all costs and fees The determination of such investment banking firm banker as to Fair Market Value shall be borne equally by final and binding upon the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.Executive.

Determination of Fair Market Value. For purposes of this ---------------------------------- Section 43, "fair market value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on or a national securities exchange (an "Exchange"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five twenty (520) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), Journal; or (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the Nasdaq National Association of Securities Dealers Automated Quotations Market System or the Nasdaq Small-Cap Market (either, "NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five twenty (520) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, ; or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary Clerk or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting HoldersClerk; provided, however, if that solely for the Valuation is within 90% purpose of either party's valuation, then determining whether a below "fair market value" issuance has occurred that could result in adjustments to the other party shall pay all of Warrant Price pursuant to Section 3(e) (and expressly not with respect to calculating the costs and fees of such investment banking firm. For purposes of this Section 4(jadjustments as could result therefrom), such fair market value shall be the term "Valuation" shall mean the determination, to be made initially by the Board lesser of Directors of the Company, of (x) the fair market value per share determined in accordance with the foregoing paragraph, and (y) the fair market value as would be determined in accordance with the foregoing paragraph if a standard of Common Stock pursuant to clause one (iii1) above. k.trading day rather than the average of twenty (20) trading days were the basis for the calculations therein.

Determination of Fair Market Value. For purposes of this Section 4‎1‎(c), "fair market value" of a share of Common Stock “Fair Market Value” shall mean, as of a any particular date date: (a) the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"), the volume weighted average of the closing sales prices of a share the Warrant Stock for such day on all domestic securities exchanges on which the Warrant Stock may at the time be listed; (b) if there have been no sales of the Common Warrant Stock of the Company on the last five (5) trading days prior to the Determination Date reported any such exchange on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each any such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing highest bid and ask priceslowest asked prices for the Warrant Stock on all such exchanges at the end of such day; (c) if on any such day the Warrant Stock is not listed on a domestic securities exchange, the closing sales price of the Warrant Stock as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association for such day; or (d) if there have been no sales of the Warrant Stock on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the Warrant Stock quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case case, averaged over twenty (20) consecutive Business Days ending on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) Business Day immediately prior to the Determination Date day as reported of which “Fair Market Value” is being determined; provided, that if the Warrant Stock is listed on any domestic securities exchange, the term “Business Day” as used in The Wall Street Journal, this sentence means Business Days on which such exchange is open for trading. If at any time the Warrant Stock is not listed on any domestic securities exchange or (iii) if no price can be determined quoted on the basis of OTC Bulletin Board, the above methods of valuationPink OTC Markets or similar quotation system or association, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all “Fair Market Value” of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation Stock shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally fair market value per share as determined jointly by the Company and the Requesting HoldersHolder; provided, however, that if the Valuation is within 90% of either party's valuation, then Company and the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, Holder are unable to be made initially by the Board of Directors of the Company, of agree on the fair market value per share of Common the Warrant Stock pursuant within a reasonable period of time (not to clause exceed Ten (iii10) abovedays from the Warrant’s receipt of the purchase form), such fair market value shall be determined by a nationally recognized investment banking, accounting or valuation firm jointly selected by the Company and the Holder. k.The determination of such firm shall be final and conclusive, and the fees and expenses of such valuation firm shall be borne by the Company.

Determination of Fair Market Value. For purposes of this Section 45, the term "fair market valueFair Market Value" of a share any of Common Stock the Company's equity securities shall mean, as of any date, a particular date (proportionate interest in the "Determination Date") shall mean (i) if shares fair value of Common Stock are traded on a national securities exchange (an "Exchange"), the weighted average all of the closing prices of a share Company's equity securities determined as of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined applicable date on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) sale of all of the Warrant Shares then issuable hereunder Company's equity securities in an arms length private sale between a willing buyer and a willing seller, neither acting under compulsion (collectivelyor, in the case of an option, the "Requesting Holders") disagree fair value of the shares of capital stock that may then be purchased upon exercise thereof minus the exercise price applicable thereto), as initially determined by the Board in its reasonable good faith judgment (which determination shall take into account all relevant factors determinative of value but without any discount for lack of liquidity, minority status or absence of control); provided, that, in the event that the Executive reasonably disagrees with such determination, the Board's determination of any Valuation by Executive shall deliver to the Board a written notice delivered to the Company of objection within five (5) business ten days after the Board notifies the Executive of its determination thereof of Fair Market Value, and the Board and the Executive will negotiate in good faith to agree on such Fair Market Value. If such agreement is not reached within 30 days after the Executive's written notice of objection, Fair Market Value shall be determined by an investment banker jointly selected by the Board of Directors of and the Company is communicated to holders of the Warrants affected therebyExecutive, which investment banker shall submit to the Board and the Executive a report within 30 days of its engagement setting forth such determination (which determination shall take into account all relevant factors determinative of value but without any discount for lack of liquidity, minority status or absence of control). If the parties are unable to agree on an investment banker within 45 days after the Executive's written notice specifies of objection, the investment banker shall be a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable nationally recognized investment banking firm of national reputation which has not had a material relationship with selected jointly by the Company or any officer of investment banker that was proposed by the Company within Board and the preceding two (2) years, which shall determine such Valuationinvestment banker that was proposed by the Executive. Such investment banking firm's determination The expenses of such Valuation investment banker shall be final, binding and conclusive on allocated between the Company and the holders Executive so that the Executive's share of all such expenses shall be in the same proportion that the aggregate amount of the Warrants issued hereunder amount disputed by the Executive that is unsuccessfully disputed bears to the total amount of the amount originally disputed by the Executive and then outstandingthe Company shall bear the balance of such expenses. Any and all costs and fees The determination of such investment banking firm banker as to Fair Market Value shall be borne equally by final and binding upon the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.Executive.

Determination of Fair Market Value. For purposes of this Section SECTION 4, "fair market valueFAIR MARKET VALUE" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of the Company's Common Stock are is traded on a national securities exchange or The Nasdaq Stock Market or actively traded over-the-counter: (an "Exchange")A) if the Company's Common Stock is traded on a securities exchange or The Nasdaq Stock Market, the weighted fair market value shall be deemed to be the average of the closing prices over a thirty (30) day period ending three days before date of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ calculation; or (B) if such shares are an issue for which last sale prices are not reported on NASDAQthe Company's Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and ask prices, in each case on or sales price (whichever is applicable) over the last five thirty (530) trading day period ending three days (or if before the relevant price or quotation did not exist on any date of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, calculation; or (iiiii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant SecretarySecretary on such record date. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty fifty-one percent (5051%) of all of the Total Warrant Shares then issuable hereunder under outstanding Warrants and Other Warrants (collectively, the "Requesting HoldersREQUESTING HOLDERS") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.by

Determination of Fair Market Value. For purposes of this Section 4, "fair market valueFAIR MARKET VALUE" of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "ExchangeEXCHANGE"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day)THE WALL STREET JOURNAL, (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case case, on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, THE WALL STREET JOURNAL or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.'s

Determination of Fair Market Value. For purposes of this Section 4“Fair Market Value” means the price that would be paid in an arm’s length, "fair free market value" of transaction, in cash, for the Unit between an informed, willing seller and an informed, willing buyer (who is neither a share of Common Stock as of lessee in possession nor a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"used equipment or scrap dealer), neither of whom is under compulsion to complete the weighted average transaction, taking into account, among other things, the extent to which the Environmental Attributes and RECs, are included in the sale and immediately available to such buyer, the age and performance of the closing prices Unit and advances in solar technology and further assuming that the Unit would be removed from the Premises at the date of a share determination, de-installed, packed, crated and ready for shipment to such buyer, less the cost that would be incurred by Buyer to restore the Premises to its pre-existing condition. If Buyer requests determination of Fair Market Value by appraisal pursuant to Article 19.16 or Article 19.17, then the Common Stock of Parties shall mutually select an Independent Appraiser to determine the Company on Fair Market Value. If the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are Parties cannot traded mutually agree on an Exchange but trade in Independent Appraiser within ten days, then each Party shall select an Independent Appraiser and the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) Fair Market Value shall equal the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation two valuations. Such calculation shall be determined binding upon the Parties in the absence of fraud or manifest error. Each Party shall be responsible for the fees and expenses of its Independent Appraiser. Such Independent Appraiser(s) shall act reasonably and in good faith to determine Fair Market Value and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the Board of Directors of the Company, which determination such Independent Appraiser shall be described binding upon the Parties in a duly adopted board resolution certified by the Company's Secretary absence of fraud or Assistant Secretarymanifest error. If the Board of Directors Parties mutually agreed on one Independent Appraiser, then each Party shall be responsible for one-half of the Company is unable fees and expenses of such Independent Appraiser. Notwithstanding anything herein to determine any Valuation (as defined below)the contrary, or if in the holders of at least fifty percent (50%) event that Buyer exercises its option rights hereunder on more than occasion, then Buyer shall be solely responsible for paying the fees and costs of all Independent Appraisers, regardless if such appraiser is the Independent Appraiser of Buyer or Seller, for all option exercises other than the first option exercise and the option exercise resulting in Buyer’s purchase of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.Unit.

Determination of Fair Market Value. For purposes of this Section 4, "fair market valueFAIR MARKET VALUE" of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "ExchangeEXCHANGE"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the Nasdaq National Association of Securities Dealers Automated Quotations System Market ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.'s

Determination of Fair Market Value. For purposes of this Section 4, ---------------------------------- "fair market valueFAIR MARKET VALUE" of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "ExchangeEXCHANGE"), the weighted average of the closing prices sale price of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), ; (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the weighted average of the closing sale price of a share of the Common Stock of the Company on the last sale prices five (5) trading days prior to the Determination Date reported on NASDAQ or as reported in The Wall Street Journal (Bweighted with respect to the trading volume with respect to each such day); (iii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask pricessale price, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported by the Over the Counter Bulletin Board (the "OTCBB") or the "pink sheets" by the Pink Sheets, LLC; (iv) if no closing sales price is reported for the Common Stock by the OTCBB or "pink sheets" by the Pink Sheets, LLC for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB or in The Wall Street Journalthe "pink sheets" by the Pink Sheets, LLC on the last five (5) trading days; or (iiiv) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.'s

Determination of Fair Market Value. For purposes of this Section 4, ---------------------------------- "fair market valueFAIR MARKET VALUE" of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "ExchangeEXCHANGE"), the weighted average of the closing prices sale price of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), ; (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the weighted average of the closing sale price of a share of the Common Stock of the Company on the last sale prices five (5) trading days prior to the Determination Date reported on NASDAQ or as reported in The Wall Street Journal (Bweighted with respect to the trading volume with respect to each such day); (iii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask pricessale price, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journalby the Over the Counter Bulletin Board (the "OTCBB"), the National Quotation Bureau, Incorporated, or any other successor organization; (iiiiv) if no closing sales price is reported for the Common Stock by the OTCBB, National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB or in the "pink sheets" by the Pink Sheets, LLC on the last five (5) trading days; or (v) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.'s

Determination of Fair Market Value. For purposes of this Section 4, "fair market valueFair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares a ----------------- specific Company asset will mean the amount which the Company would receive in an all-cash sale of Common Stock are traded such asset in an arms-length transaction with an unaffiliated third party consummated on a national securities exchange (an "Exchange"), the weighted average day immediately preceding the date on which the event occurred which necessitated the determination of the closing prices of a share of the Common Stock of the Company on the last five Fair Market Value (5) trading days prior and after giving effect to the Determination Date reported on any transfer taxes payable in connection with such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such daysale), ; and (ii) if shares the Company will mean the amount which the Company would receive in an all-cash sale of Common Stock are not traded on all of its assets and businesses as a going concern in an Exchange but trade in the overarms-the-counter market and such shares are quoted length transaction with an unaffiliated third party consummated on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) day immediately preceding the average date on which the event occurred which necessitated the determination of the last Fair Market Value (assuming that such sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average was accomplished pursuant to a Liquidity Event of the closing bid type referred to in Section 12.7 above and ask prices, in each case on all of the last five (5) trading days (or if proceeds from such sale were paid directly to the relevant price or quotation did not exist on any Company other than an amount of such days, the relevant price or quotation on the next preceding business day on which there was proceeds necessary to pay transfer taxes payable in connection with such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Companysale, which determination shall amount will not be described in a duly adopted board resolution certified deemed received by the Company's Secretary or Assistant Secretary). If After a determination of the Board of Directors Fair Market Value of the Company is unable made as provided above, the Fair Market Value of a Company Interest will be determined by making a calculation reflecting the cash distributions which would be made to determine any Valuation the Holders in accordance with this Agreement if the Company were deemed to have received such Fair Market Value in cash and then distributed the same to the Holders in accordance with the terms of this Agreement pursuant to Section 12.2 and assuming that all of the convertible debt and other convertible securities, if any, were repaid or converted (as defined below), or if whichever yields more cash to the holders of at least fifty percent (50%) such convertible securities). Except as otherwise provided herein or in any agreement, document or instrument contemplated hereby, any amount to be paid under this Agreement by reference to the Fair Market Value shall be paid in full in cash, and any Company Interest being transferred in exchange therefor will be transferred free and clear of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.Liens.

Determination of Fair Market Value. For purposes of this Section 4Agreement, "fair market value" of a share of Common Stock “Fair Market Value” shall mean, as of a any particular date date: (a) the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"), the weighted average lowest of the five most recent closing prices of a share the Warrant Stock if trading on any public exchange; (b) if there have been no sales of the Common Warrant Stock of the Company on the last five (5) trading days prior to the Determination Date reported any such exchange on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each any such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing highest bid and ask priceslowest asked prices for the Warrant Stock on all such exchanges at the end of such day; (c) if on any such day the Warrant Stock is not listed on a domestic securities exchange, the closing sales price of the Warrant Stock as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association for such day; or (d) if there have been no sales of the Warrant Stock on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the Warrant Stock quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case case, averaged over twenty (20) consecutive Business Days ending on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) Business Day immediately prior to the Determination Date day as reported of which “Fair Market Value” is being determined; provided, that if the Warrant Stock is listed on any domestic securities exchange, the term “Business Day” as used in The Wall Street Journal, this sentence means Business Days on which such exchange is open for trading. If at any time the Warrant Stock is not listed on any domestic securities exchange or (iii) if no price can be determined quoted on the basis of OTC Bulletin Board, the above methods of valuationPink OTC Markets or similar quotation system or association, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all “Fair Market Value” of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation Stock shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Warrant Stock pursuant as determined jointly by the Company and the Holder; provided, that if the Company and the Holder are unable to clause agree on the Fair Market Value per share of the Warrant Stock within a reasonable period of time (iiinot to exceed ten (10) abovedays from the Company’s receipt of the purchase form), such Fair Market Value shall be determined by a nationally recognized investment banking, accounting or valuation firm jointly selected by the Company and the Holder. k.The determination of such firm shall be final and conclusive, and the fees and expenses of such valuation firm shall be borne by the Company.

Determination of Fair Market Value. For purposes of this Section 4, ---------------------------------- ---------- "fair market valueFAIR MARKET VALUE" of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "ExchangeEXCHANGE"), the weighted average of the closing prices sale price of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), ; (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the weighted average of the closing sale price of a share of the Common Stock of the Company on the last sale prices five (5) trading days prior to the Determination Date reported on NASDAQ or as reported in The Wall Street Journal (Bweighted with respect to the trading volume with respect to each such day); (iii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask pricessale price, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported by the Over the Counter Bulletin Board (the "OTCBB") or the "pink sheets" by the Pink Sheets, LLC; (iv) if no closing sales price is reported for the Common Stock by the OTCBB or "pink sheets" by the Pink Sheets, LLC for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB or in The Wall Street Journalthe "pink sheets" by the Pink Sheets, LLC on the last five (5) trading days; or (iiiv) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.'s

Determination of Fair Market Value. For purposes (i) Within thirty (30) days following Landlord's receipt of the Extension Notice, Landlord shall deliver tx Xxxxxx its determination of the Market Rate; and if Tenant agrees with Landlord's determination, Tenant shall execute an Amendment and Supplement to Lease in form and substance satisfactory to Landlord and Tenant, confirming the extension of this Section 4Lease and setting forth the Base Rent payable during such Extension Term. If Tenant disagrees with Landlord's determination of the Market Rate and provides Landlord wixx Xxxxxe of Tenant's, "fair market value" disagreement with Landlord's determination, Landlord and Tenant shall meet and confer at a mutually agreeable time and place within thirty (30) days following Landlord's receipt of Tenant's notice of disagreement in order to rexxx xx xgreement concerning the Market Rate for the Premises for the applicable renewal term. If within sixty (60) days after receipt of the Extension Notice, Landlord and Tenant are unable to agree on what Market Rate should be for the Extension Term, the Market Rate for such renewal term shall be determined by the appraisal procedure described in Subsection (ii) below. (ii) In the absence of an agreement between Landlord and Tenant on the Market Rate for any Extension Term during the time period specified in Subsection 1 above, within ninety (90) days after Landlord's receipt of the Extension Notice, Landlord and Tenant shalx xxxx xive to the other a share written notice setting forth their own determination of Common Stock as of a particular date the Market Rate (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "ExchangeFair Rental Notices"). If only one (1) Fair Rental Notices is timely given, that Fair Rental Notice shall conclusively establish the Market Rate. If both Landlord and Tenant give Fair Rental Notices, and the Fair Rental Notices are different in any respect, the weighted average Market Rate shall be conclusively established by a third-party appraiser mutually chosen by Landlord and Tenant; provided that, if Landlord and Tenant have not agreed upon, and engaged, such appraiser at least ninety (90) days prior to the expiration of the closing prices original term, then, upon the request of a share either Landlord or Tenant, the appraiser shall be selected by the Presiding Judge of the Common Stock Superior Court of San Joaquin County acting in his or her individual capacity or, if Landlxxx xxx Tenant shall both then agree to allow their attorneys to select the Company on the last appraiser, instead of using said Presiding Judge, Landlord and Tenant shall each engage a duly licensed California attorney with commercial leasing experience of at least five (5) trading days prior to years, which attorneys, by their agreement, select the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to appraiser. Landlord and Tenant shall share equally the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market fees and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average expenses of the last sale prices reported on NASDAQ or selected 48 of 68 appraiser and shall each pay their own attorneys' fees. Within thirty (B30) if such shares are an issue for which last sale prices are not reported on NASDAQdays after the appraiser's engagement, the average of appraiser shall deliver to Landlord and to Tenant the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Boardappraiser's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors which of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) yearsFair Rental Notices is, which shall determine such Valuation. Such investment banking firmin the appraiser's determination of such Valuation best judgement, the closest to the true fair market rental (the "Chosen Fair Rental Notice"), and the amount set forth in the chosen Fair Rental Notice shall be final, binding deemed to be the Market Rate. The appraiser shall be required to give to Landlord and conclusive on the Company and the holders of all to Tenant a written statement of the Warrants issued hereunder appraiser's reasoning and then outstanding. Any and all costs and fees justification for selection of such investment banking firm the Chosen Fair Rental Notice; the appraiser shall not be permitted to decide on a middle ground, or to suggest any compromise; the appraiser's sole function shall be borne equally to determine the Chosen Fair Rental Notice, and provide his or her reasons thereof. Landlord and Tenant agree to be bound by the Company and Chosen Fair Rental Notice as determined in accordance with the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.appraisal procedure set forth herein.

Determination of Fair Market Value. For purposes of this Section 4Subject to the provisions set forth below, "the fair market value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"), the weighted average of the closing prices of a share of the Common Stock value of the Company on or of any non-cash consideration received by the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Company upon any Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation Distribution shall be determined in good faith by the Board of Directors of the Company. Upon each such determination, which the Company shall promptly give notice thereof to the Holder, setting forth in reasonable detail the calculation of such fair market value and the method and basis of determination thereof (the "Company Determination"). If the Holder shall disagree with the Company Determination and shall, by notice to the Company given within thirty (30) days after the Company's notice of the Company Determination, elect to dispute the Company Determination, the Company shall, within thirty (30) days after such notice, engage an investment bank or other qualified appraisal firm acceptable to the Holder to make an independent determination of the fair market value of the Company or of any non-cash consideration received by the Company upon any Common Stock Distribution (the "Appraiser Determination"). The Appraiser Determination shall be described in a duly adopted board resolution certified final and binding on the Company and the Holder. The cost of the Appraiser Determination shall be borne by the Company's Secretary or Assistant Secretary; provided, however, that in the event the Company Determination is not less than ninety percent (90%) of the value of the Appraiser Determination, the cost of the Appraiser Determination shall be borne by the Holder. If In determining the fair market value of the Company pursuant to this Section 5(g), neither the Board of Directors of the Company is unable to determine nor any Valuation appraiser shall take into account or otherwise make any discount in respect of (as defined below), or if i) any restriction on the holders transfer of at least fifty percent (50%) shares of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors Common Stock of the Company is communicated to holders or this Warrant, (ii) any minority interest, (iii) any lack of liquidity of shares of Common Stock of the Warrants affected therebycompany or this Warrant due to the fact that there may be no public or private market for such shares or this Warrant, which notice specifies a majority- in-interest or (iv) the voting status of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company this Warrant or any officer share of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors Common Stock of the Company, whether under the articles of incorporation or bylaws of the fair market value per share of Common Stock pursuant to clause (iii) above. k.Company, by agreement or otherwise.

Determination of Fair Market Value. For purposes of this Section SECTION 4, "fair market valueFAIR MARKET VALUE" of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "ExchangeEXCHANGE"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal THE WALL STREET JOURNAL (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the Nasdaq National Association of Securities Dealers Automated Quotations System Market ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street JournalTHE WALL STREET JOURNAL, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty fifty-one percent (5051%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting HoldersREQUESTING HOLDERS") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- majority-in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and If the Board of Directors of the Company was unable to determine such Valuation, all costs and fees of such investment banking firm shall be borne equally by the Company and Company. If the Requesting HoldersHolders disagreed with the Board's determination of such Valuation, however, if the party whose determination of such Valuation differed from the Valuation is within 90% of either party's valuation, then determined by such investment banking firm by the other party greatest amount shall pay bear all of the costs and fees of such investment banking firm. For purposes of this Section 4(jSECTION 4(h), the term "ValuationVALUATION" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value Fair Market Value per share of Common Stock pursuant to clause (iii) above. k..

Determination of Fair Market Value. For purposes of this Section 41(c), "fair market value" of a share of Common Stock “Fair Market Value” shall mean, as of a any particular date date: (a) the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"), the volume weighted average of the closing sales prices of a share the Warrant Stock for such day on all domestic securities exchanges on which the Warrant Stock may at the time be listed; (b) if there have been no sales of the Common Warrant Stock of the Company on the last five (5) trading days prior to the Determination Date reported any such exchange on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each any such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing highest bid and ask priceslowest asked prices for the Warrant Stock on all such exchanges at the end of such day; (c) if on any such day the Warrant Stock is not listed on a domestic securities exchange, the closing sales price of the Warrant Stock as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association for such day; or (d) if there have been no sales of the Warrant Stock on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the Warrant Stock quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case case, averaged over twenty (20) consecutive Business Days ending on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) Business Day immediately prior to the Determination Date day as reported of which "Fair Market Value" is being determined; provided, that if the Warrant Stock is listed on any domestic securities exchange, the term "Business Day" as used in The Wall Street Journal, this sentence means Business Days on which such exchange is open for trading. If at any time the Warrant Stock is not listed on any domestic securities exchange or (iii) if no price can be determined quoted on the basis of OTC Bulletin Board, the above methods of valuationPink OTC Markets or similar quotation system or association, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all "Fair Market Value" of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation Stock shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally fair market value per share as determined jointly by the Company and the Requesting HoldersHolder; provided, however, that if the Valuation is within 90% of either party's valuation, then Company and the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, Holder are unable to be made initially by the Board of Directors of the Company, of agree on the fair market value per share of Common the Warrant Stock pursuant within a reasonable period of time (not to clause exceed Ten (iii10) abovedays from the Warrant’s receipt of the purchase form), such fair market value shall be determined by a nationally recognized investment banking, accounting or valuation firm jointly selected by the Company and the Holder. k.The determination of such firm shall be final and conclusive, and the fees and expenses of such valuation firm shall be borne by the Company.

Determination of Fair Market Value. For purposes of this Section 4, "fair market value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five twenty (520) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), Journal; or (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the Nasdaq National Association of Securities Dealers Automated Quotations Market System or the NASDAQ Small-Cap Market (either, "NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five twenty (520) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, ; or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary Clerk or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting HoldersClerk; provided, however, if that solely for the Valuation is within 90% purpose of either party's valuation, then determining whether a below "air market value" issuance has occurred that could result in adjustments to the other party shall pay all of Warrant Price pursuant to Section4(e) (and expressly not with respect to calculating the costs and fees of such investment banking firm. For purposes of this Section 4(jadjustments as could result therefrom), such fair market value shall be the term "Valuation" shall mean the determination, to be made initially by the Board lesser of Directors of the Company, of (x) the fair market value per share determined in accordance with the foregoing paragraph, and (y) the fair market value as would be determined in accordance with the foregoing paragraph if a standard of Common Stock pursuant to clause one (iii1) above. k.trading day rather than the average of twenty (20) trading days were the basis for the calculations therein.

Determination of Fair Market Value. For purposes of this ---------------------------------- Section 4, "fair market value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five twenty (520) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), Journal; or (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the Nasdaq National Association of Securities Dealers Automated Quotations Market System or the Nasdaq Small-Cap Market (either, "NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five twenty (520) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, ; or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary Clerk or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting HoldersClerk; provided, however, if that solely for the Valuation is within 90% purpose of either party's valuation, then determining whether a below "fair market value" issuance has occurred that could result in adjustments to the other party shall pay all of Warrant Price pursuant to Section 4(e) (and expressly not with respect to calculating the costs and fees of such investment banking firm. For purposes of this Section 4(jadjustments as could result therefrom), such fair market value shall be the term "Valuation" shall mean the determination, to be made initially by the Board lesser of Directors of the Company, of (x) the fair market value per share determined in accordance with the foregoing paragraph, and (y) the fair market value as would be determined in accordance with the foregoing paragraph if a standard of Common Stock pursuant to clause one (iii1) above. k.trading day rather than the average of twenty (20) trading days were the basis for the calculations therein.

Determination of Fair Market Value. For purposes of this calculating the Removal Amounts described above in Section 48.3(b), "fair market value" the Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") each Qualified Property shall mean be (i) if shares the net amount obtained by liquidating such Qualified Property in accordance with Section 9.2 and applying the proceeds of Common Stock are traded on a national securities exchange (an "Exchange"), sale to the weighted average payment of the closing prices of a share debts and obligations of the Common Stock Partnership secured by or relating to such Qualified Property (including a pro rata portion of the Company on the last five (5Partnership's debts and obligations that are not secured by or do not relate to any particular Qualified Property) trading days prior and to the Determination Date reported on expenses of liquidating such Exchange as reported Qualified Property and to the setting up to any reserves in The Wall Street Journal accordance with Section 9.2(iv)(B) hereof (weighted but only with respect to such Qualified Property), or (ii) if the trading volume Partnership elects not to liquidate each such Qualified Property, determined by agreement between the General Partners, or if agreement cannot be reached within thirty (30) days after determination that the Qualified Property will not be liquidated, by an independent, reputable and qualified real estate appraiser with at least ten (10) years experience selected by the General Partners. If the General Partners cannot agree on an appraiser, then each shall select an independent, qualified and reputable real estate appraiser with at least ten (10) years experience to determine the Fair Market Values of the Qualified Properties. If the appraisers agree on the Fair Market Values, then the Fair Market Values of the Qualified Properties shall be as determined by the appraisers. If the appraisers do not agree, then each appraiser shall set forth its determination of the Fair Market Value of each Qualified Property and, with respect to each Qualified Property, if the higher amount set forth in either appraisal is not more than 10% of the lower amount, then the Fair Market Value of such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) Qualified Property shall be the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, amount set forth in the average two appraisals. If the higher amount exceeds the lower amount of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on appraisal of any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuationQualified Property by more than 10%, then the judgment two appraisers shall designate a third appraiser to determine the Fair Market Value of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretarysuch Qualified Property. If the Board of Directors two appraisers cannot agree upon the designation of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuationthird appraiser, then the Company third appraiser shall be appointed by the American Arbitration Association in the City of New York. The third appraiser shall conduct such investigations as it shall deem appropriate and within 30 days after its date of designation shall choose, with respect to each Qualified Property as to which a majority-in-interest Fair Market Value has not been determined pursuant to the second preceding sentence, the appraisal of the Requesting Holders shall select a mutually acceptable investment banking firm Fund GP's appraiser or the appraisal of national reputation which has not had a material relationship with LXP GP's appraiser and no other amount as the Company or any officer Fair Market Value of each Qualified Property. The decision of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation third appraiser shall be final, in writing and shall be binding and conclusive on the Company Partners. If LXP GP and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuationFund GP agree on an appraiser, then the other party Partnership shall pay all the fees and expenses of such appraiser. If LXP GP and the Fund GP each select an appraiser, then LXP GP and the Fund GP shall each pay the fees and expenses of the costs appraiser selected by it, and the Partnership shall pay the fees and expenses of any third appraiser designated by such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially appraisers or by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.American Arbitration Association.

Determination of Fair Market Value. For purposes of this calculating the Removal Amounts described above in Section 48.3(b), "fair market value" the Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") each Qualified Property shall mean be (i) if shares the net amount obtained by liquidating such Qualified Property in accordance with Section 9.2 and applying the proceeds of Common Stock are traded on a national securities exchange (an "Exchange"), sale to the weighted average payment of the closing prices of a share of the Common Stock debts and obligations of the Company on secured by or relating to such Qualified Property (including a pro rata portion of the last five (5Company's debts and obligations that are not secured by or do not relate to any particular Qualified Property) trading days prior and to the Determination Date reported on expenses of liquidating such Exchange as reported Qualified Property and to the setting up to any reserves in The Wall Street Journal accordance with Section 9.2(iv)(B) hereof (weighted but only with respect to such Qualified Property), or (ii) if the trading volume Company elects not to liquidate each such Qualified Property, determined by agreement between the Members, or if agreement cannot be reached within thirty (30) days after determination that the Qualified Property will not be liquidated, by an independent, reputable and qualified real estate appraiser with at least ten (10) years experience selected by the Members. If the Members cannot agree on an appraiser, then each shall select an independent, qualified and reputable real estate appraiser with at least ten (10) years experience to determine the Fair Market Values of the Qualified Properties. If the appraisers agree on the Fair Market Values, then the Fair Market Values of the Qualified Properties shall be as determined by the appraisers. If the appraisers do not agree, then each appraiser shall set forth its determination of the Fair Market Value of each Qualified Property and, with respect to each Qualified Property, if the higher amount set forth in either appraisal is not more than 10% of the lower amount, then the Fair Market Value of such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) Qualified Property shall be the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, amount set forth in the average two appraisals. If the higher amount exceeds the lower amount of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on appraisal of any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuationQualified Property by more than 10%, then the judgment two appraisers shall designate a third appraiser to determine the Fair Market Value of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretarysuch Qualified Property. If the Board of Directors two appraisers cannot agree upon the designation of the Company is unable third appraiser, then the third appraiser shall be appointed by the American Arbitration Association in the City of New York. The third appraiser shall conduct such investigations as it shall deem appropriate and within 30 days after its date of designation shall choose, with respect to determine any Valuation (each Qualified Property as defined below)to which a Fair Market Value has not been determined pursuant to the second preceding sentence, or if the holders of at least fifty percent (50%) of all appraisal of the Warrant Shares then issuable hereunder (collectively, Fund's appraiser or the "Requesting Holders") disagree with appraisal of LXP's appraiser and no other amount as the Board's determination Fair Market Value of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors each Qualified Property. The decision of the Company is communicated to holders of third appraiser shall be in writing and shall be binding on the Warrants affected thereby, which notice specifies a majority- in-interest of Members. If LXP and the Requesting Holders' determination of such ValuationFund agree on an appraiser, then the Company shall pay the fees and a majority-in-interest expenses of such appraiser. If LXP and the Fund each select an appraiser, then LXP and the Fund shall each pay the fees and expenses of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with appraiser selected by it, and the Company shall pay the fees and expenses of any third appraiser designated by such appraisers or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.American Arbitration Association.

Determination of Fair Market Value. For purposes The Fair Market Value of Interests to be transferred or other property received pursuant to this Section 4, "fair market value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation Agreement shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree accordance with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firmthis Section 7.7. For purposes of this Section 4(j)7.7, the term "Valuation" Sellers owning a majority of the applicable Offered Interests shall mean have the right to act on behalf of the Sellers. Within *** after the delivery of the notice requiring such *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. determination, the Sellers and American II shall attempt in good faith to agree on the Fair Market Value. If the Sellers and American II fail within *** thereafter to agree thereon, each of the Sellers and American II shall deliver a notice to the other appointing as its appraiser (“Appraiser”) an independent accounting or investment banking firm or appraisal firm of nationally recognized standing. The Sellers and American II by mutual agreement shall also appoint a third Appraiser. If after appointment of the two Appraisers, the Sellers and American II are unable to agree upon a third Appraiser, such appointment shall be made initially within *** of the request by the Board American Arbitration Association, or any organization successor thereto, from a panel of Directors arbitrators having experience in the appraisal of the Company, type of property then the subject of appraisal. The decisions of the fair market value per share three Appraisers so appointed and chosen shall be given within *** after the selection of Common Stock such third Appraiser. If the determination of one Appraiser differs from the middle determination by more than twice the amount by which the other determination differs from the middle determination, then the determination of such Appraiser shall be excluded, the remaining two determinations shall be averaged and such average shall be binding and conclusive on the parties; otherwise the average of all three determinations shall be binding and conclusive. The Sellers’ obligation to provide a Third Party Offer Notice pursuant to clause Section 7.3(a) shall not be applicable until the date of delivery of such determination to American II. The costs of conducting any appraisal procedure shall be borne as follows: (iiia) abovethe costs of the Appraiser designated by the Sellers and other costs separately incurred by the Sellers shall be borne by the Sellers; (b) the costs of the Appraiser designated by American II and other costs separately incurred by American II shall be borne by American II and (c) the costs of the third Appraiser, if any, shall be shared equally by the Sellers and American II. k.For purposes of this Section, the Fair Market Value of an Interest shall be equal to the amount the holder thereof would be entitled to receive pursuant to Section 13.3 if the Company’s business and assets (including intangibles, such as goodwill) were sold for their Fair Market Value, all Company liabilities were paid and the Company were liquidated.

Determination of Fair Market Value. For purposes of those ---------------------------------- provisions of this Warrant requiring a determination in accordance with this Section 44(h), "fair market value" of a share of Common Stock as of a particular date (the "Determination ------------ Date") shall mean (i) if shares of the Common Stock are is publicly traded on a national securities exchange (an "Exchange")at the time of determination, the weighted average of the closing prices of a share on such day of the Common Stock on all domestic securities exchanges on which the Common Stock is then listed, or, if there have been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day or, if on any such day the Common Stock is not so listed, the average of the representative bid and asked prices quoted on the NASDAQ system as of 4:00 P.M., New York time, on such day, or if on any day such security is not quoted on the NASDAQ system, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of 30 days consisting of the day as of which "fair market value" is being determined and the twenty-nine consecutive business days prior to such day (provided that, if fair market value is being determined -------- as of the date of a firm commitment public offering of the Common Stock, fair market value as of such date shall be the offering price for the Common Stock subject to such public offering); or (ii) if the Common Stock is not publicly traded at the time of determination, the Common Stock price per share determined by dividing Market Value (as defined below) by the outstanding number of Fully- Diluted Shares of Common Stock. "Market Value" means the highest price that would be paid for the entire common equity of the Company on the last five a going-concern basis in an arm's-length transaction between a willing buyer and a willing seller (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such dayneither acting under compulsion), using valuation techniques then prevailing in the securities industry (but without giving effect to any discount in respect of a minority interest) and determined in accordance with the "Valuation Procedure" (as defined below) and assuming full disclosure and understanding of all relevant information and a reasonable period of time for effectuating such sale. For the purposes of determining the Market Value, (a) the exercise price of options or warrants to acquire Common Stock which are deemed to have been exercised for the purpose of determining the outstanding number of Fully-Diluted Shares of Common Stock, shall be deemed to have been received by the Company, (b)(i) the liquidation preference or indebtedness, as the case may be, represented by securities which are deemed exercised for or converted into Common Stock for the purpose of determining the outstanding number of Fully-Diluted Shares of Common Stock and (ii) if any contractual limitation in respect of the shares of Common Stock relating to voting rights, shall be deemed to have been eliminated or canceled and (c) full effect shall be given to any discount that may arise as the result of the fact that the shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the average of the last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.publicly traded.

Determination of Fair Market Value. For purposes of those provisions of this Warrant requiring a determination in accordance with this Section 44.i., "fair market value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of the Common Stock are is publicly traded on a national securities exchange (an "Exchange")at the time of determination, the weighted average of the closing prices of a share on such day of the Common Stock on all domestic securities exchanges on which the Common Stock is then listed, or, if there have been no sales on any such exchange on such day, the average of the Company highest bid and lowest asked prices on all such exchanges at the end of such day or, if on any such day the Common Stock is not so listed, the average of the representative bid and asked prices quoted on the last five (5) trading days prior to the Determination Date reported NASDAQ system as of 4:00 P.M., New York time, on such Exchange as reported in The Wall Street Journal (weighted with respect to day, or if on any day such security is not quoted on the trading volume with respect to each Nasdaq system, the average of the highest bid and lowest asked prices on such day), (ii) if shares of Common Stock are not traded on an Exchange but trade day in the domestic over-the-counter market and such shares are quoted on as reported by the National Association of Securities Dealers Automated Quotations System ("NASDAQ")Quotation Bureau, (A) the average of the last sale prices reported on NASDAQ Incorporated, or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask pricesany similar successor organization, in each such case on averaged over a period of ten (10) days consisting of the last five day as of which "fair market value" is being determined and the nine consecutive business days prior to such day (5provided that, if fair market value is being determined as of the date of a firm commitment public offering of the Common Stock, fair market value as of such date shall be the offering price for the Common Stock subject to such public offering); or (ii) trading days (or if the relevant price or quotation did Common Stock is not exist on any publicly traded at the time of such daysdetermination, the relevant Common Stock price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal, or (iii) if no price can be per share determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation dividing Market Value (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board number of Directors Fully Diluted Shares. "Market Value" means the highest price that would be paid for the entire common equity of the Company is communicated to holders of the Warrants affected thereby, which notice specifies on a majority- ingoing-interest of the Requesting Holders' determination of such Valuation, then the Company concern basis in an arm's-length transaction between a willing buyer and a majority-in-interest willing seller (neither acting under compulsion), using valuation techniques then prevailing in the securities industry (but without giving effect to any discount in respect of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship minority interest) and determined in accordance with the Company or any officer of the Company within the preceding two "Valuation Procedure" (2as defined below) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company assuming full disclosure and the holders understanding of all relevant information and a reasonable period of the Warrants issued hereunder and then outstanding. Any and all costs and fees of time for effectuating such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firmsale. For the purposes of this Section 4(j)determining the "Market Value", (a) the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.exercise

Determination of Fair Market Value. For purposes of this Section 4, ---------------------------------- --------- "fair market valueFAIR MARKET VALUE" of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "ExchangeEXCHANGE"), the weighted average of the closing prices sale price of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), ; (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the weighted average of the closing sale price of a share of the Common Stock of the Company on the last sale prices five (5) trading days prior to the Determination Date reported on NASDAQ or as reported in The Wall Street Journal (Bweighted with respect to the trading volume with respect to each such day); (iii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask pricessale price, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journalby the Over the Counter Bulletin Board (the "OTCBB"), the National Quotation Bureau, Incorporated, or any other successor organization; (iiiiv) if no closing sales price is reported for the Common Stock by the OTCBB, National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB or in the "pink sheets" by the Pink Sheets, LLC on the last five (5) trading days; or (v) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company is communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm's determination of such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if the Valuation is within 90% of either party's valuation, then the other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company, of the fair market value per share of Common Stock pursuant to clause (iii) above. k.'s