Common use of Appraised Value Clause in Contracts

Appraised Value. Appraised Value" of a share shall mean the market value of the share. If no market value exists, "Appraised Value" shall mean that value determined pursuant to the remainder of this Paragraph 9. The Appraised Value may be mutually agreed upon by the selling and acquiring parties of the shares of Stock. If the parties cannot mutually agree on the Appraised Value of a share of Stock within ten (10) days after delivery of a written notice of exercise of a purchase right or obligation hereunder, then the Appraised Value of a share of Stock shall be equal to the fair market value of such share as determined as of the date of termination of Mr. Turner's employment witx xxx Xxxxxxxtion and in the following manner: the fair market value shall be determined by a Board of Arbitration comprised of three (3) members, one of whom shall be selected by the selling party and another of whom shall be selected by the acquiring party. The third arbiter shall be appointed by the two arbiters so selected. If either side fails to select an arbiter within fifteen (15) days after written request to do so, then the other party's arbiter shall unilaterally establish the Appraised Value in a written opinion. The decision of the majority of said arbiters, or of the single arbiter if applicable, shall be binding upon the parties hereto. If no two arbiters agree upon a single fair market value, it shall be the arithmetic average of the values determined by the two arbiters whose estimates are closest in value, which average value shall be binding upon the parties hereto. The arbiters shall render a written decision and shall conduct all proceedings pursuant to the Uniform Arbitration Act as adopted in the State of Arizona and to the then existing rules of the American Arbitration Association governing commercial transactions to the extent such rules are not inconsistent with such Act and this Agreement. Costs of arbitration shall be borne as determined by the arbiters. In determining the Appraised Value, no value shall be placed on the good will or name of the Corporation (except that good will may be valued at an amount not exceeding its unamortized cost to the extent it represents a cost to the Corporation, and all shares shall be valued equally, i.e., without regard to majority or minority status of such shares.

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

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

Appraised Value. Appraised Value" The value determined in accordance with the following procedures. For a period of thirty (30) days after the date of a share shall mean Valuation Event (the market value of the share. If no market value exists"Negotiation Period"), "Appraised Value" shall mean that value determined pursuant each party to the remainder of this Paragraph 9. The Appraised Value may be mutually agreed Agreement agrees to negotiate in good faith to reach agreement upon by the selling and acquiring parties of the shares of Stock. If the parties cannot mutually agree on the Appraised Value of a share the securities or property at issue, as of Stock within ten (10) days after delivery the date of a written notice the Valuation Event, which will be the fair market value of exercise such securities or property, without premium for control or discount for minority interests, illiquidity, or restrictions on transfer. In the event that the parties are unable to agree upon the Appraised Value of a purchase right such securities or obligation hereunderother property by the end of the Negotiation Period, then the Appraised Value of a share such securities or property will be determined for purposes of Stock this Agreement by an Appraiser. An "Appraiser" shall be equal a recognized appraisal or investment firm with experience in making determinations of value of the type required to be made under this definition. If the Holders and the Company cannot agree on an Appraiser within thirty (30) days after the end of the Negotiation Period, the Company, on the one hand, and the Holders, on the other hand, shall each select an Appraiser within forty (40) days after the end of the Negotiation Period and those two Appraisers shall select within fifty (50) days after the end of the Negotiation Period an independent Appraiser to determine the fair market value of such share securities or property, without premium for control or discount for minority interests. Such independent Appraiser shall be directed to determine fair market value of such securities or property as determined soon as of practicable, but in no event later than thirty (30) days from the date of termination its selection. The determination by an Appraiser of Mr. Turner's employment witx xxx Xxxxxxxtion and in the following manner: the fair market value shall will be determined conclusive and binding on all parties to this Agreement. Appraised Value of each share of Common Stock at a time when (i) the Company is not a reporting company under the Exchange Act and (ii) the Common Stock is not traded in the organized securities markets, will, in all cases, be calculated by a Board of Arbitration comprised of three (3) members, one of whom shall be selected by the selling party and another of whom shall be selected by the acquiring party. The third arbiter shall be appointed by the two arbiters so selected. If either side fails to select an arbiter within fifteen (15) days after written request to do so, then the other party's arbiter shall unilaterally establish determining the Appraised Value in of the entire Company taken as a written opinionwhole (plus the exercise price of all options, warrants and other rights to acquire Capital Stock of the Company having an exercise price per share less than the Fair Market Value of such Capital Stock) and dividing that value by the sum of (x) the number of shares of Common Stock then outstanding plus (y) the number of shares of Common Stock Equivalents, without premium for control or discount for minority interests, illiquidity, or restrictions on transfer. The decision costs of the Appraiser or Appraisers will be borne by the Company. In no event will the Appraised Value of the Common Stock or Other Securities be less than the per share consideration received or receivable with respect to the Common Stock or securities or property of the same class as the Other Securities, as the case may be, in connection with a pending transaction involving a sale, merger, recapitalization, reorganization, consolidation, share exchange, dissolution of the Company, sale or transfer of all or a majority of said arbitersits assets or revenue or income generating capacity, or similar transaction. The prevailing market prices for any security or property will not be dispositive of the single arbiter if applicable, shall be binding upon the parties hereto. If no two arbiters agree upon a single fair market value, it shall be the arithmetic average of the values determined by the two arbiters whose estimates are closest in value, which average value shall be binding upon the parties hereto. The arbiters shall render a written decision and shall conduct all proceedings pursuant to the Uniform Arbitration Act as adopted in the State of Arizona and to the then existing rules of the American Arbitration Association governing commercial transactions to the extent such rules are not inconsistent with such Act and this Agreement. Costs of arbitration shall be borne as determined by the arbiters. In determining the Appraised Value, no value shall be placed on the good will or name of the Corporation (except that good will may be valued at an amount not exceeding its unamortized cost to the extent it represents a cost to the Corporation, and all shares shall be valued equally, i.e., without regard to majority or minority status of such sharesValue thereof.

Appraised Value. 1. After both Purchaser and Seller have received each appraiser's Opinion of Value of the assets of the Company (formulated and submitted according to the procedures and agreements set forth herein), a single Opinion of Value ("APPRAISED VALUE") shall be determined in the following manner: (a) If the amount of the lower Opinion of Value is higher than 75 percent of the amount of the higher Opinion of Value, the average of the two Opinions of Value shall be the Appraised Value of the assets of the Company. (b) If the amount of the lower Opinion of Value is less than 75 percent of the amount of the higher Opinion of Value then the two appraisers will select a third appraiser (which appraiser shall have the qualifications described in Subsection 12.2.B above and shall be given the same instructions as described in Section 12.2.D above). If the two appraisers are unable to agree on the selection of the third appraiser within ten days after both Opinions of Value have been delivered to the Purchaser and Seller, the CPA shall select the third appraiser, who shall have the qualifications set forth in Subsection 12.2.B above and who shall be given the same instructions as described in Subsection 12.2.D above. The third appraiser shall reach an Opinion of Value in accordance with the terms hereof. The Opinion of Value of the third appraiser shall be final and conclusive and shall be the Appraised Value" . Notwithstanding the foregoing, if the third appraiser's Opinion of a share shall mean Value is higher than the market value higher Opinion of Value of the sharefirst two appraisers, then the higher Opinion of Value of the first two appraisers shall be the Appraised Value. If no market value existsthe third appraiser's Opinion of Value is lower than the lower Opinion of Value of the first two appraisers, "then the lower Opinion of Value of the first two appraisers shall be the Appraised Value" shall mean that value determined pursuant to the remainder of this Paragraph 9. 2. The Appraised Value (or the accepted Statement of Value, as the case may be) shall be mutually agreed upon submitted to the CPA, who, in turn, shall determine the Purchase Price as soon as possible after he or she has been advised of the Appraised Value. The Purchase Price shall be 80 percent of the amount, which would be received by the selling and acquiring parties defaulting Member upon liquidation of the shares of StockCompany. If the parties cannot mutually agree on Such determination shall be made by treating the Appraised Value as the gross amount received by the Company upon hypothetical liquidation of all of its assets, and by allocating to the Members' Capital Accounts the hypothetical Profits and Losses which the Company would recognize upon such hypothetical liquidation, after payment of the Company's Existing Debt. If, after adjustment of the Members' Capital Accounts to reflect the allocation of Profits and Losses to the Members upon such hypothetical liquidation, the defaulting Member would have a share deficit Capital Account balance, the Purchase Price shall be zero, and the defaulting Member unconditionally shall be obligated to restore the tentative deficit to the Company concurrently with closing of Stock within ten (10) days after delivery the sale of a the defaulting Member's interest in the Company. Immediately upon determining the Purchase Price, the CPA shall provide both Members written notice ("PRICE NOTICE") setting forth the following information: (a) The Opinion of exercise of a purchase right or obligation hereunder, then the Appraised Value of a share of Stock shall be equal to the fair market value of such share as determined as of the date of termination of Mr. Turner's employment witx xxx Xxxxxxxtion each appraiser and in the following manner: the fair market value shall be determined by a Board of Arbitration comprised of three (3) members, one of whom shall be selected by the selling party and another of whom shall be selected by the acquiring party. The third arbiter shall be appointed by the two arbiters so selected. If either side fails to select an arbiter within fifteen (15) days after written request to do so, then the other party's arbiter shall unilaterally establish the Appraised Value in a written opinion. The decision of the majority of said arbiters, or of the single arbiter if applicable, shall be binding upon the parties hereto. If no two arbiters agree upon a single fair market value, it shall be the arithmetic average of the values determined by the two arbiters whose estimates are closest in value, which average value shall be binding upon the parties hereto. The arbiters shall render a written decision and shall conduct all proceedings pursuant to the Uniform Arbitration Act as adopted in the State of Arizona and to the then existing rules of the American Arbitration Association governing commercial transactions to the extent such rules are not inconsistent with such Act and this Agreement. Costs of arbitration shall be borne as determined by the arbiters. In determining the Appraised Value, no value shall be placed on the good will or name of the Corporation (except that good will may be valued at an amount not exceeding its unamortized cost to the extent it represents a cost to the Corporation, and all shares shall be valued equally, i.e., without regard to majority or minority status of such shares.

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

Appraised Value. The average of the two valuations of the ---------------- REC Assets, as determined by two Nominated Investment Bankers (one selected by an RMI Designee and the other selected by a JAH Designee) as of the date of the exercise of the REC Call Option or REC Put Option, as the case may be, using the same methodology and considerations as were used in evaluating the REC Assets to derive the Initial Appraised Value" , however determined, taking into consideration any liabilities or obligations encumbering such assets and making such adjustments and modifications to the valuation process as such Nominated Investment Banker determines is consistent with the valuation of a share shall mean similar companies operating in the market value same industry; provided, that if the difference between the two valuations is greater than ten (10%) of the share. If no market value existshigher valuation, "Appraised Value" then the Company shall mean that value determined pursuant to select the remainder next available Nominated Investment Bank (in the order of this Paragraph 9. The Appraised Value may be mutually agreed upon by the selling appearance of such firms on such schedule) and acquiring parties of the shares of Stock. If the parties cannot mutually agree on the Appraised Value shall equal the average of a share of Stock within ten (10) days after delivery of a written notice all three such valuations; provided, further, that if the Appraised Value on the date of exercise of a purchase right the REC Call Option or obligation hereunderthe REC Put Option is greater than the Initial Appraised Value, then the Appraised Value of a share of Stock shall be equal to the fair market value of such share as determined as of the date of termination exercise of Mr. Turner's employment witx xxx Xxxxxxxtion and in the following manner: REC Call Option or the fair market value REC Put Option shall be determined reduced by twenty five (25%) percent of such difference. Whenever the Appraised Value is to be determined, the (x) Company, in connection with a Board REC Call Option, or (y) RMI, in connection with a REC Put Option shall pay all fees and disbursement of Arbitration comprised of three such Nominated Investment Banks and shall require that each Nominated Investment Bank to (31) membersconfirm in writing that it is independent with respect to, one of whom shall be selected by the selling party and another of whom shall be selected by the acquiring party. The third arbiter shall be appointed by the two arbiters so selected. If either side fails to select an arbiter not conducting any business with, any Stockholder or their respective Affiliates other than stock or commodity or similar brokerage or broker/dealer activities for reasonable and customary commissions or discounts and (2) report its valuation within fifteen thirty (1530) days after written request the date of such assignment. It is acknowledged and agreed that the procedures described above are to do sodetermine the specified valuation with administrative efficiency and expediency. Accordingly, then the other party's arbiter no party hereto shall unilaterally establish the Appraised Value in have a written opinion. The decision of the majority of said arbitersright, or of the single arbiter if applicable, and no Nominated Investment Bank shall be required, to hold any hearing, presentation or other advocacy proceeding with respect to the preparation of such valuation and the determination of such value in accordance with the terms hereof shall be final and binding upon on the parties hereto. If no two arbiters agree upon a single fair market value, it shall be the arithmetic average of the values determined by the two arbiters whose estimates are closest in value, which average value shall be binding upon the parties hereto. The arbiters shall render a written decision and shall conduct all proceedings pursuant to the Uniform Arbitration Act as adopted in the State of Arizona and to the then existing rules of the American Arbitration Association governing commercial transactions to the extent such rules are not inconsistent with such Act and this Agreement. Costs of arbitration shall be borne as determined by the arbiters. In determining the Appraised Value, no value shall be placed on the good will or name of the Corporation (except that good will may be valued at an amount not exceeding its unamortized cost to the extent it represents a cost to the Corporation, and all shares shall be valued equally, i.e., without regard to majority or minority status of such shares.

Appraised Value. The Appraised ValueValue of the Company shall be its fair market value on a going concern basis without considering any "take- over" or similar premium, without giving effect to any discount in respect of any minority interest, and with any contractual limitation in respect of the Shares relating to voting rights and any so-called "Poison Pill" or similar rights deemed to have been eliminated or canceled, determined from its earnings, book value and other appropriate information according to the following procedure. (i) The Company, and the Holders as a share group, shall mean each select an appraiser, each of whom shall determine the market value of the share. If no market value exists, "Appraised Value" shall mean that value determined pursuant to the remainder of this Paragraph 9. The Appraised Value may be mutually agreed upon by the selling and acquiring parties of the shares of Stock. Company. (ii) If the parties cannot mutually agree on values determined by such two (2) appraisers are the Appraised Value same or within Two Million Dollars ($2,000,000) of a share of Stock within ten (10) days after delivery of a written notice of exercise of a purchase right or obligation hereundereach other, then the Appraised Value average of a share of Stock such two (2) values shall be equal to the fair market value of such share as determined as of Appraised Value. (iii) If the date of termination of Mr. Turner's employment witx xxx Xxxxxxxtion and in the following manner: the fair market value shall be determined foregoing two (2) values differ by a Board of Arbitration comprised of three more than Two Million Dollars (3) members, one of whom shall be selected by the selling party and another of whom shall be selected by the acquiring party. The third arbiter shall be appointed by the two arbiters so selected. If either side fails to select an arbiter within fifteen (15) days after written request to do so$2,000,000), then the other party's arbiter appraisers shall unilaterally establish together select a third appraiser to determine the Appraised Value in a written opinion. The decision value of the majority Company. (iv) If the value determined by the third appraiser is greater than the larger of said arbitersthe values determined by the first two (2) appraisers, or less than the smaller of the single arbiter if applicablefirst two (2) values, shall be binding upon then the parties hereto. If no two arbiters agree upon a single fair market value, it shall be the arithmetic average of the values determined by the first two arbiters whose estimates are appraisers shall be the Appraised Value; or (v) if the value determined by the third appraiser is between the first two (2) values in amount, then the average of the value determined by the third appraiser and the one of the first two (2) values which is closest in value, which average to the third value shall be binding upon the parties hereto. The arbiters shall render a written decision and shall conduct all proceedings pursuant to the Uniform Arbitration Act as adopted in the State of Arizona and to the then existing rules of the American Arbitration Association governing commercial transactions to the extent such rules are not inconsistent with such Act and this Agreement. Costs of arbitration shall be borne as determined by the arbiters. In determining the Appraised Value, no value . (vi) Each appraiser shall be placed on an investment banking firm of national reputation having experience in the good will or name valuation of businesses similar to the Parent in type of entity and principal activity. The Companies shall provide, with sufficient promptness to allow completion of all appraisals within the periods specified herein, all relevant information to which they have access, as may reasonably be requested by the appraisers. The Parent shall pay all fees and other expenses of all appraisers, and provide any reasonable and customary indemnification undertakings they may request. (vii) The initial appraisers shall in each case be engaged within twenty-one (21) days of the Corporation (except that good will may be valued at an amount not exceeding its unamortized cost to notices of exercise of the extent it represents a cost to the CorporationPut right, and all shares the terms of their engagements shall be valued equally, i.e., without regard such as to majority or minority status cause the determinations by all appraisers to be completed within forty-two (42) days after the engagements of the initial appraisers. In any case this procedure shall be completed within sixty-three (63) days after such sharesnotice.

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

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

Appraised Value. Within ten business days of receiving Optionee's written notice to proceed with the determination of the Appraised Value" , the Optionor and Optionee shall agree upon an independent outside appraiser (MAI designation), who shall be experienced in the appraisal of a share deep water petroleum storage terminals in the northeastern United States (the "Required Credentials"), who shall mean establish the market value Appraised Value, based on the use of the shareProperty as a deep water petroleum storage terminal in the Providence, Rhode Island area and assuming an arms-length transaction between a willing buyer and a willing seller. If no market value existsIn the event Optionor and Optionee are unable to agree upon one independent outside appraiser within such ten business day period, "then Optionor and Optionee shall each choose an independent outside appraiser that has the Required Credentials and the two independent outside appraisers so chosen shall appoint a third appraiser that also has the Required Credentials. The three independent appraisers shall thereupon jointly determine the Appraised Value" shall mean that value determined pursuant to the remainder of this Paragraph 9. The Appraised Value may be mutually agreed upon by the selling and acquiring parties of the shares of Stock. If the parties cannot mutually agree on the Appraised Value of a share of Stock within ten (10) days after delivery of a written notice of exercise of a purchase right or obligation hereunderthree appraisers are unable to agree, then the Appraised Value of a share of Stock shall be equal to the fair market value average of such share as determined as of the date of termination of Mr. Turner's employment witx xxx Xxxxxxxtion and in the following manner: the fair market value shall be determined by a Board of Arbitration comprised of three (3) members, one of whom shall be selected by the selling party and another of whom shall be selected by the acquiring party. The third arbiter shall be appointed by the two arbiters so selected. If either side fails to select an arbiter within fifteen (15) days after written request to do so, then the other party's arbiter shall unilaterally establish the Appraised Value determination of the two appraisers whose determinations are closest to one another. Upon Optionee's request, the appraiser(s) shall determine the amount of the Environmental Contingency Reserve (as defined in a written opinionSection 5) and shall reduce the Appraised Value by the amount of the Environmental Contingency Reserve. The Optionor and Optionee agree to be bound by the decision of the majority of said arbiters, or of the single arbiter if applicable, shall be binding upon the parties hereto. If no two arbiters agree upon a single fair market value, it shall be the arithmetic average of the values determined by the two arbiters whose estimates are closest in value, which average value shall be binding upon the parties hereto. The arbiters shall render a written decision and shall conduct all proceedings pursuant appraiser(s) with respect to the Uniform Arbitration Act as adopted in Appraised Value and the State Environmental Contingency Reserve. For purposes of Arizona and to the then existing rules of the American Arbitration Association governing commercial transactions to the extent such rules are not inconsistent with such Act and this Agreement. Costs of arbitration shall be borne as determined by the arbiters. In determining the Appraised Value, no value the appraisers shall proceed on the basis that the Property is not subject to the Lease (or any other lease). Within ten business days of receiving the appraiser's determination of the Appraised Value pursuant to this Section 4, the Optionee shall elect, by written notice to Optionor, to either (a) proceed with feasibility studies and inspections pursuant to Section 5 or (b) rescind the Preliminary Exercise Notice (provided that Optionee's failure to respond within such ten day period shall be placed on the good will or name deemed to be a rescission of the Corporation (except Preliminary Exercise Notice). Upon any such rescission of the Preliminary Exercise Notice, the Optionee shall retain the right to exercise the option at a later date in accordance with this Agreement, provided that good will the Optionee may not deliver more than one Preliminary Exercise Notice in any calendar year. The Optionor and the Optionee shall each be valued at an amount not exceeding its unamortized cost responsible for one-half of the aggregate expenses related to the extent it represents a cost to the Corporation, and all shares shall be valued equally, i.e., without regard to majority or minority status engagement of such sharesappraiser(s), but if Optionee does not exercise the Option then Optionee shall reimburse Optionor for its one-half share of the aggregate appraisal expenses.

Appraised Value. Appraised Value" The value determined in accordance with the following --------------- procedures. For a period of thirty (30) days after the date of a share shall mean Valuation Event (the market value of the share. If no market value exists"Negotiation ----------- Preferred Stock and Warrant Purchase Agreement - Page 2 ---------------------------------------------- Period"), "Appraised Value" shall mean that value determined pursuant each party to the remainder of this Paragraph 9. The Appraised Value may be mutually agreed Agreement agrees to negotiate in good faith to ------ reach agreement upon by the selling and acquiring parties of the shares of Stock. If the parties cannot mutually agree on the Appraised Value of a share the securities or property at issue, as of Stock within ten (10) days after delivery the date of a written notice the Valuation Event, which will be the fair market value of exercise such securities or property, without premium for control or discount for minority interests, illiquidity, or restrictions on transfer. In the event that the parties are unable to agree upon the Appraised Value of a purchase right such securities or obligation hereunderother property by the end of the Negotiation Period, then the Appraised Value of a share such securities or property will be determined for purposes of Stock this Agreement by an Appraiser. An "Appraiser" shall be equal a --------- recognized appraisal or investment firm with experience in making determinations of value of the type required to be made under this definition. If the Holders and the Company cannot agree on an Appraiser within thirty (30) days after the end of the Negotiation Period, the Company, on the one hand, and the Holders, on the other hand, shall each select an Appraiser within forty (40) days after the end of the Negotiation Period and those two Appraisers shall select within fifty (50) days after the end of the Negotiation Period an independent Appraiser to determine the fair market value of such share securities or property, without premium for control or discount for minority interests. Such independent Appraiser shall be directed to determine fair market value of such securities or property as determined soon as of practicable, but in no event later than thirty (30) days from the date of termination its selection. The determination by an Appraiser of Mr. Turner's employment witx xxx Xxxxxxxtion and in the following manner: the fair market value shall will be determined conclusive and binding on all parties to this Agreement. Appraised Value of each share of Common Stock at a time when (i) the Company is not a reporting company under the Exchange Act and (ii) the Common Stock is not traded in the organized securities markets, will, in all cases, be calculated by a Board of Arbitration comprised of three (3) members, one of whom shall be selected by the selling party and another of whom shall be selected by the acquiring party. The third arbiter shall be appointed by the two arbiters so selected. If either side fails to select an arbiter within fifteen (15) days after written request to do so, then the other party's arbiter shall unilaterally establish determining the Appraised Value in of the entire Company taken as a written opinionwhole (plus the exercise price of all options, warrants and other rights to acquire Capital Stock of the Company having an exercise price per share less than the Fair Market Value of such Capital Stock) and dividing that value by the sum of (x) the number of shares of Common Stock then outstanding plus (y) the number of shares of Common Stock Equivalents, without premium for control or discount for minority interests, illiquidity, or restrictions on transfer. The decision costs of the Appraiser or Appraisers will be borne by the Company. In no event will the Appraised Value of the Common Stock or Other Securities be less than the per share consideration received or receivable with respect to the Common Stock or securities or property of the same class as the Other Securities, as the case may be, in connection with a pending trandaction involving a sale, merger, recapitalization, reorganization, consolidation, share exchange, dissolution of the Company, sale or transfer of all or a majority of said arbitersits assets or revenue or income generating capacity, or similar trandaction. The prevailing market prices for any security or property will not be dispositive of the single arbiter if applicable, shall be binding upon the parties hereto. If no two arbiters agree upon a single fair market value, it shall be the arithmetic average of the values determined by the two arbiters whose estimates are closest in value, which average value shall be binding upon the parties hereto. The arbiters shall render a written decision and shall conduct all proceedings pursuant to the Uniform Arbitration Act as adopted in the State of Arizona and to the then existing rules of the American Arbitration Association governing commercial transactions to the extent such rules are not inconsistent with such Act and this Agreement. Costs of arbitration shall be borne as determined by the arbiters. In determining the Appraised Value, no value shall be placed on the good will or name of the Corporation (except that good will may be valued at an amount not exceeding its unamortized cost to the extent it represents a cost to the Corporation, and all shares shall be valued equally, i.e., without regard to majority or minority status of such sharesValue thereof.

Appraised Value. The value of a Member’s Units and the price to be paid therefore, in the event of a Transfer for which valuation under this Article XV is required, shall be the appraised value, determined in accordance with this Section 15.6 (the “Appraised Value" ”). In such event, the transferring Member or his or her estate or personal representative (the “Selling Member”) or the Company may notify the other parties of a share shall mean the market an intent to value of the share. If no market value exists, "Appraised Value" shall mean that value determined pursuant to the remainder of this Paragraph 9such Member’s Units by appraisal. The Appraised Value Members may be mutually agreed upon by the selling and acquiring parties of the shares of Stock. If the parties cannot mutually agree on the Appraised Value of a share of Stock within ten (10) 20 days after from the delivery of a written the notice of exercise election to establish the appraised value. If the Appraised Value is not agreed upon by the Members within 20 days from the delivery of the notice, the Appraised Value shall be equal to the amount such Member would receive under its Participating Percentage pursuant to Section 12.5 hereof, upon a purchase right deemed liquidation of the Company and sale of all of its assets at fair market value as determined by two appraisers, one to be appointed by the Selling Member and one to be selected by the other Members. Each appraiser shall have performed at least two business appraisals for a state or obligation hereunderfederal court or a financial institution within the last two years, and shall be disinterested, objective, and without any business dealings with any of the Members prior to appointment. The Appraised Value shall be the average of the valuations determined by such appraisers; provided, however, that if the difference between the valuations is more than 50% of the lower valuation, then the Appraised Value of a share of Stock shall be equal to the fair market value average of such share as determined as valuations plus 10% of the date of termination of Mr. Turner's employment witx xxx Xxxxxxxtion such average; and in the following manner: the fair market value shall be determined by further provided that if a Board of Arbitration comprised of three (3) members, one of whom shall be selected by the selling party and another of whom shall be selected by the acquiring party. The third arbiter shall be appointed by the two arbiters so selected. If either side fails to select an arbiter appraiser within fifteen (15) 30 days after from the date of receipt of the written request for appointment of an appraiser, or if an appraiser fails to do sosubmit a valuation to all Members and the Company within 60 days from the date of his or her appointment, then the other party's arbiter shall unilaterally establish the Appraised Value in a written opinion. The decision of the majority of said arbiters, or of the single arbiter if applicable, shall be binding upon the parties hereto. If no two arbiters agree upon a single fair market value, it shall be the arithmetic average valuation of the values determined by other appraiser. 7 NOTE: Lender consents obtained in connection with the two arbiters whose estimates are closest in value, which average value shall be binding upon Roll-up or the parties hereto. The arbiters shall render a written decision and shall conduct all proceedings pursuant initial closing should include consent for pledges of units to the Uniform Arbitration Act as adopted in the State of Arizona and to the then existing rules of the American Arbitration Association governing commercial transactions to the extent such rules are not inconsistent with such Act and this Agreement. Costs of arbitration shall be borne as determined by the arbiters. In determining the Appraised Value, no value shall be placed on the good will or name of the Corporation (except that good will may be valued at an amount not exceeding its unamortized cost to the extent it represents a cost to the Corporation, and all shares shall be valued equally, i.e., without regard to majority or minority status of such sharesCampus Crest.

Appraised Value. In each instance in which the purchase price for Shares to be Transferred pursuant to this Agreement is to be the "Appraised Value" of a share shall mean the market value of the share. If no market value existsShares, "Appraised Value" shall mean that value determined pursuant to the remainder of this Paragraph 9. The Appraised Value may be mutually agreed upon by the selling and acquiring parties of the shares of Stock. If the parties cannot mutually agree on the Appraised Value of the Shares shall be the Agreed Value per Share as determined pursuant to Section 6.2 below using the most recently executed Certificate of Agreed Value, provided, however, such certificate has been completed within the eighteen (18) months immediately preceding the date in which the shares are to be transferred. If a share Certificate of Stock Agreed Value has not been agreed upon within ten such eighteen (1018) days after delivery of a written notice of exercise of a purchase right or obligation hereundermonth period, then the Appraised Value of a share of Stock shall the Shares to be equal to the fair market value of such share as determined as of the date of termination of Mr. Turner's employment witx xxx Xxxxxxxtion and in the following manner: the fair market value Transferred shall be determined by a Board an appraisal committee (the "Appraisal Committee"). The Appraisal Committee shall be composed of Arbitration comprised of three two (32) membersindependent, disinterested, and qualified commercial appraisers, one (1) of whom shall be selected by the selling party and another of whom shall be selected by the acquiring party. The third arbiter shall be appointed by the two arbiters so selectedShareholder transferring Shares and the other of whom shall be appointed by the Shareholders acquiring Shares (by majority-in-interest of Shares), or, if no Shareholder is acquiring Shares, by the Corporation, within thirty (30) days of the event giving rise to the right to purchase. If either side the Shareholder transferring Shares fails or refuses to select name an arbiter appraiser within fifteen the time required, the Shareholders acquiring Shares (15by majority-in-interest of Shares), or, if no Shareholder is acquiring Shares, the Corporation, may name two (2) appraisers. Likewise, if the Shareholders acquiring Shares, or, if no Shareholder is Acquiring Shares, the Corporation, fails or refuses to name an appraiser within the time required, the Shareholder transferring Shares may name two (2) appraisers. The two (2) appraisers so appointed shall constitute the Appraisal Committee and shall determine the value of the Shares within thirty (30) days after written request to do sotheir appointment. If the Appraisal Committee cannot agree on a value, then they shall appoint a third appraiser who shall determine the other party's arbiter shall unilaterally establish the Appraised Value in a written opinion. The decision value of the majority of said arbiters, or Shares to be purchased within thirty (30) days after appointment. Expenses of the single arbiter if applicable, appraisal shall be binding upon the parties hereto. If no two arbiters agree upon a single fair market value, it shall be the arithmetic average of the values determined paid by the two arbiters whose estimates are closest in value, which average value shall be binding upon the parties hereto. The arbiters shall render a written decision and shall conduct all proceedings pursuant to the Uniform Arbitration Act as adopted in the State of Arizona and to the then existing rules of the American Arbitration Association governing commercial transactions to the extent such rules are not inconsistent with such Act and this Agreement. Costs of arbitration shall be borne as determined by the arbiters. In determining the Appraised Value, no value shall be placed on the good will or name of the Corporation (except that good will may be valued at an amount not exceeding its unamortized cost to the extent it represents a cost to the Corporation, and all shares shall be valued equally, i.e., without regard to majority or minority status of such shares.

Appraised Value. For purposes of this Agreement, the “Appraised Value" ” of a share Partner’s Interest shall mean the market value product of (a) the amount in U.S. dollars that the Partners would receive upon a sale of all of the share. If no market value existsoutstanding Interests of the Partnership in an arm’s length transaction between a willing buyer and willing seller, "Appraised Value" shall mean that value determined pursuant to as of the remainder month-end next following the date of this Paragraph 9. The giving of the notice under any provision hereof which caused the Appraised Value may to be determined times (b) the percentage Interest in the Partnership as to which the Appraised Value is to be determined. Appraised Value shall be mutually agreed upon by the selling and acquiring parties Partners or, if the Partners are unable to agree within 30 days, determined by an investment banking firm of national standing jointly selected by the shares of StockPartners. If the parties cannot Partners are unable to mutually agree on an investment banking firm, they shall each choose an investment banking firm and those two firms shall, in good faith, select a third investment banking firm. The investment banking firm so selected shall prepare an appraisal setting forth its determination of the Appraised Value Value, which determination shall be final and binding on the Partners. The cost of a share such investment banking firm(s) shall be borne by the Partnership. If the circumstances described in Section 16, 17 or 18 occur, the selling Partner must cooperate fully in selecting investment bankers and shall cooperate fully in their determination of Stock within ten (10) days after delivery of a written notice of exercise of a purchase right or obligation hereunder, then the Appraised Value of a share of Stock shall be equal to the fair market value of such share as determined as of the date of termination of Mr. Turner's employment witx xxx Xxxxxxxtion and in the following manner: the fair market value shall be determined by a Board of Arbitration comprised of three (3) members, one of whom shall be selected by the selling party and another of whom shall be selected by the acquiring party. The third arbiter shall be appointed by the two arbiters so selectedValue. If either side a selling Partner fails to select an arbiter investment banker or fails to cooperate with such banker as described herein, in either case, within fifteen (15) ten days after written request of receipt of a notice specifying such failure to do so, then cooperate from the other party's arbiter Partner, the other Partner shall, in good faith, cooperate with the investment banker already retained under the terms of this provision or, if not yet retained, select an investment banking firm of its sole discretion, to make a determination of Appraised Value, which determination shall unilaterally establish be final and binding on the selling Partner. The Partner(s) shall instruct the investment banking firm so retained to deliver its written opinion as to the Appraised Value in a written opinion. The decision of the majority of said arbiters, or of the single arbiter if applicable, shall be binding upon the parties hereto. If no two arbiters agree upon a single fair market value, it shall be the arithmetic average of the values determined by the two arbiters whose estimates are closest in value, which average value shall be binding upon the parties hereto. The arbiters shall render a written decision and shall conduct all proceedings pursuant to the Uniform Arbitration Act as adopted in Partners within 30 days following the State selection of Arizona and to the then existing rules of the American Arbitration Association governing commercial transactions to the extent such rules are not inconsistent with such Act and this Agreement. Costs of arbitration shall be borne as determined by the arbitersbanker. In determining the Appraised Value, no value discounts for lack of control or lack of marketability shall be placed on applied. The Appraised Value as mutually agreed upon by the good will Partners or name as set forth in the written opinion of the Corporation (except that good will may be valued at an amount not exceeding its unamortized cost investment banker is referred to herein as the extent it represents a cost to the Corporation, and all shares shall be valued equally, i.e., without regard to majority or minority status of such shares“Value Opinion.”

Appraised Value. (a) The Appraised Value" Value of a share the Units shall be the product determined by multiplying (i) the Appraised Fair Market Value of the Company (hereinafter defined), times (ii) DHCC Member’s Sharing Percentage. For purposes of this Agreement, the term “Appraised Fair Market Value of the Company” shall mean the fair market value of the shareCompany, as determined below. (b) Triad Member and DHCC Member shall negotiate in good faith with one another following the Election Notice to determine the Appraised Fair Market Value of the Company, Triad Member and DHCC Member agree to use their best efforts to negotiate an agreed upon Appraised Fair Market Value of the Company. If no market value exists, "Appraised Value" shall mean that value determined pursuant Triad Member and DHCC Member reach an agreement as to the remainder of this Paragraph 9. The Appraised Fair Market Value may be mutually agreed upon by the selling and acquiring parties of the shares Company, then the Appraised Fair Market Value of Stockthe Company shall be the amount determined by Triad, Member and DHCC Member. (c) If Triad Member and DHCC Member are unable to agree upon the Appraised Faire Market Value of a Company within thirty (30) days following the date Triad Member receives an Election Notice, then either party may notify the other party that it is initiating the Appraisal Process, described below (or such other appraisal process upon which the parties may mutually agree in writing within ten (10) days of die date on which either party has initiated the appraisal process (the “Alternate Appraisal Process”)). If either Triad Member or DHCC Member shall have initiated the Appraisal Process (and the parties shall not have agreed in writing to an Alternate Appraisal Process within ten (10) days), then Triad Member and DHCC Member shall each engage a Qualified Appraiser (collectively, the “Initial Appraisers”, and individually, an “Initial Appraiser”) within twenty (20) days after the date upon which the party received notice that the other party’s intent to initiate the Appraisal Process (the “Initiation Date). Triad Member and DHCC Member also shall engage jointly one additional Qualified Appraiser that is mutually acceptable to the parties (the “Third Appraiser”, the Initial Appraisers and the Third Appraiser are referred to collectively as the “Appraisers”). If the parties cannot mutually agree on upon the Appraised Value identity of a share of Stock the Third Appraiser within ten twenty (1020) days after delivery the Initiation Date, the parties shall direct the Initial Appraisers to select and engage the Third Appraiser on behalf of a written notice the parties. Each of exercise Triad Member and DHCC Member shall pay the fees and expenses of a purchase right or obligation hereunderits respective Appraiser, then and the Appraised Value fees and expenses of a share of Stock the Third Appraiser shall be equal shared equally by Triad Member and DHCC Member. For purposes of the Agreement, the term “Qualified Appraiser” shall mean an independent, third party, nationally recognized investment bank or MAI-certified appraiser who (i) is experienced in the valuation of health care entities comparable to the fair market value of such share as determined as of Company and (ii) has, within the twenty-four (24) month period preceding the date of termination of Mr. Turner's employment witx xxx Xxxxxxxtion and the Election Notice, delivered appraisals and/or fairness opinions, on a going concern basis, in the following manner: the fair market value shall be determined by a Board of Arbitration comprised of connection with at least three (3) membersother transactions involving the sales of hospitals. The Appraisers so selected shall each then conduct an appraisal to determine the Appraised Fair Market Value of the Company (i) on a going concern basis, one (ii) using valuation techniques then customary and accepted in the industry, (iii) using performance information respecting the Facilities that is acceptable to Triad Member and DHCC Member and that has been supplied to each of whom the Appraisers, (iv) viewing the enterprise of the Company as a whole, (v) taking into account the future prospects of the Facilities, and (vi) assuming that the Company were to be sold on a stand-alone basis (and not as a part of a portfolio sale). Each Appraiser’s determination of the Appraised Fair Market Value of the Company (individually, a “Valuation” and collectively, the “Valuations”) shall be selected expressed as a single value rather than a range of values, Each party shall cause the Initial Appraiser engaged by it to submit such Initial Appraiser’s sealed Valuation to the selling other party within sixty (60) days of the Initiation Date, and another both parties shall use their reasonable best efforts to cause the Third Appraiser to submit its sealed Valuation to both parties within such period. Once Triad Member and DHCC Member have received from all three Appraisers their respective Valuations, the Appraised Fair Market Value of whom the Company shall be selected by the acquiring party. The third arbiter shall be appointed by the two arbiters so selected. If either side fails to select an arbiter within fifteen (15) days after written request to do so, then the other party's arbiter shall unilaterally establish the Appraised Value in a written opinion. The decision of the majority of said arbiters, or of the single arbiter if applicable, shall be binding determined based upon the parties hereto. If no two arbiters agree upon a single fair market value, it shall be the arithmetic average of the values determined by the two arbiters whose estimates are closest in value, which average value shall be binding upon the parties hereto. The arbiters shall render a written decision and shall conduct all proceedings pursuant to the Uniform Arbitration Act Valuations as adopted in the State of Arizona and to the then existing rules of the American Arbitration Association governing commercial transactions to the extent such rules are not inconsistent with such Act and this Agreement. Costs of arbitration shall be borne as determined by the arbiters. In determining the Appraised Value, no value shall be placed on the good will or name of the Corporation (except that good will may be valued at an amount not exceeding its unamortized cost to the extent it represents a cost to the Corporation, and all shares shall be valued equally, i.e., without regard to majority or minority status of such shares.follows:

Appraised Value. Appraised Value" (i) This Section 10.05(d) will apply only if the Stipulated Value rules under Section 10.05(c) are not applicable due to the failure on the part of the Manager to establish a Stipulated Value in accordance with terms and conditions of Section 10.05(c) hereof. (ii) Promptly following the (i) the Company’s receipt of notice of the death or Incapacity of a share Principal, (ii) an Affected Principal’s voluntary termination of employment with the Company after the third anniversary of his or her Principal Starting Date, (iii) the Company’s termination of an Affected Principal’s employment with the Company without Cause, or (iv) the occurrence of a Triggering Event described in Section 10.04(a)(i)-(v), as applicable, the Selling Principal, on the one hand, and the Company, on the other hand, shall mean convene a meeting for the market value purpose of attempting to agree upon a purchase price for the purchase and sale of the shareInterest of the Selling Principal. If no market value existsthe Selling Principal and the Company are able to reach an agreement about the amount of the purchase price for the Selling Principal’s Interest, "Appraised Value" shall mean that value determined pursuant the amount of the purchase price agreed to the remainder of this Paragraph 9. The Appraised Value may be mutually agreed upon by the selling parties shall be the consideration paid for the purchase and acquiring parties sale of the shares of StockSelling Principal’s Interest. If If, however, the parties cannot mutually agree on reach an agreement as to purchase price within thirty (30) days after the Appraised Value above-described applicable event that prompted a purchase price determination, the Company will notify the Selling Principal of a share of Stock desire to select an appraiser experienced in valuing privately held business enterprises (the “Appraisal Notice”). If the Company and the Selling Principal cannot agree as to which appraiser to use within ten (10) days after the delivery of a written notice of exercise of a purchase right or obligation hereunderthe Appraisal Notice, then the Appraised Value of a share of Stock three (3) appraisals shall be equal to obtained, the first appraisal arranged and paid for by the Company, the second appraisal arranged and paid for by the Selling Principal, and a third (3rd) appraiser selected by the first two appraisers. The cost of the third (3rd) appraiser will be split equally between the Company, on the one hand, and the Selling Principal, on the other hand. Each appraisal shall compute the fair market value of such share as determined the Company as of the date of death or Disability of the Principal, the date of termination of Mr. Turner's an Affected Principal’s employment witx xxx Xxxxxxxtion and in or the following manner: date of a Triggering Event, as applicable. If appraisals are used to determine the fair market value Appraised Value of the Company, such Appraised Value shall be determined an amount equal to the appraisal as computed by a Board the one (1) appraiser, if the parties mutually select one (1) appraiser, or otherwise the average appraisal of Arbitration comprised of the three (3) membersappraisers selected as provided above; provided, one however, that if any appraisal of whom shall be selected by the selling party and another of whom shall be selected by the acquiring party. The third arbiter shall be appointed by the two arbiters so selected. If either side fails to select an arbiter within fifteen (15) days after written request to do so, then the other party's arbiter shall unilaterally establish the Appraised Value in a written opinion. The decision any of the majority of said arbiters, three (3) appraisers differs from the average so determined by twenty-five percent (25%) or of the single arbiter if applicable, shall be binding upon the parties hereto. If no two arbiters agree upon a single fair market valuemore, it shall be disregarded, and the arithmetic Appraised Value shall be the average of the values remaining two (2) appraisals. The Appraised Value as finally determined by agreement of the two arbiters whose estimates are closest Selling Principal and the Company or in value, which average value accordance with appraisal procedures set forth herein shall be binding upon the parties hereto. The arbiters shall render a written decision and shall conduct all proceedings pursuant to the Uniform Arbitration Act as adopted in the State of Arizona and to the then existing rules of the American Arbitration Association governing commercial transactions to the extent such rules are not inconsistent with such Act and this Agreement. Costs of arbitration shall be borne as determined by the arbiters. In determining the Appraised Valuefinal, no value shall be placed on the good will or name of the Corporation (except that good will may be valued at an amount not exceeding its unamortized cost to the extent it represents a cost to the Corporationbinding, and all shares shall be valued equally, i.e., without regard to majority or minority status of such sharesnon-appealable.

Appraised Value. Appraised Value" For purposes of a share shall mean the market value of the share. If no market value existsthis Section 6.02, "Appraised Value" shall mean that value determined pursuant mean, as to the remainder of this Paragraph 9. The Appraised Value may be mutually agreed upon by the selling and acquiring parties of the shares of Stock. If the parties cannot mutually agree on the Appraised Value of a share of Stock within ten (10) days after delivery of a written notice of exercise of a purchase right any Offered Warrants or obligation hereunderWarrant Shares or non-monetary consideration, then the Appraised Value of a share of Stock shall be equal to the fair market value of such share as determined as of Offered Warrants or Warrant Shares or non-monetary consideration at the date of termination the Transfer Notice, as determined by an independent appraiser selected by the Board of Mr. Turner's employment witx xxx Xxxxxxxtion and in Directors of the following manner: Company; PROVIDED, HOWEVER, if the Selling Holder shall object to such determination within 10 days after being notified thereof by the Company, such Selling Holder shall within such 10-day period select an independent appraiser to determine the fair market value shall be determined by a Board of Arbitration comprised such Offered Warrants or Warrant Shares or non-monetary consideration on behalf of three (3) members, one of whom shall be the Selling Holder. In the event that the independent appraisers selected by the selling party Company and another the Selling Holder cannot agree on the fair market value of whom shall be selected by the acquiring party. The third arbiter shall be appointed by the two arbiters so selected. If either side fails to select an arbiter within fifteen (15) days after written request to do sosuch Offered Warrants or Warrant Shares or non-monetary consideration, then the other party's arbiter two independent appraisers shall unilaterally establish mutually select a third independent appraiser to determine the Appraised Value in a written opinion. The decision fair market value of such Offered Warrants or Warrant Shares and non-monetary consideration, and the majority of said arbiters, or of the single arbiter if applicable, value selected by such independent appraiser shall be binding upon all of the parties hereto. If no two arbiters agree upon a single Each such independent appraiser may use any customary method of determining fair market value, it . The cost of the independent appraiser selected by the Company shall be paid by the arithmetic average Company, the cost of the values determined independent appraiser, if any, selected by the Selling Holder shall be paid by the Selling Holder, and the cost of the independent appraiser selected by the two arbiters whose estimates are closest in value, which average value independent appraisers appointed by each of the Company and the Selling Holder shall be binding upon the parties hereto. The arbiters shall render a written decision and shall conduct all proceedings pursuant to the Uniform Arbitration Act as adopted in the State of Arizona and to the then existing rules of the American Arbitration Association governing commercial transactions to the extent such rules are not inconsistent with such Act and this Agreement. Costs of arbitration shall be borne as determined paid one-half by the arbiters. In determining Company and one-half by the Appraised Value, no value shall be placed on the good will or name of the Corporation (except that good will may be valued at an amount not exceeding its unamortized cost to the extent it represents a cost to the Corporation, and all shares shall be valued equally, i.e., without regard to majority or minority status of such sharesSelling Holder.