Common use of Determination of Exchange Ratio Clause in Contracts

Determination of Exchange Ratio. (i) As promptly as practicable, and in any event within ten (10) days after the Determination Date, each Calculating Party shall prepare and deliver to the Receiving Party a Proposed Book Value Schedule, together with such supporting documentation that the Receiving Party may reasonably request. (ii) Within two (2) Business Days after the delivery of each Proposed Book Value Schedule, the Receiving Party shall notify the Calculating Party whether it accepts or disputes the accuracy of the Proposed Book Value Schedule. In the event that the Receiving Party disputes the accuracy of the Proposed Book Value Schedule, the Receiving Party shall notify the Calculating Party in writing and in reasonable detail of those items and amounts as to which the Receiving Party disagrees and, provided the Receiving Party has received such supporting documentation reasonably necessary to do so, shall set forth the Receiving Party’s calculation of such disputed amounts (a “Dispute Notice”), and the Receiving Party shall be deemed to have agreed with all other items and amounts contained in the Proposed Book Value Schedule other than as set forth in any such Dispute Notice. In the event that the Receiving Party notifies the Calculating Party that it accepts the Proposed Book Value Schedule or does not deliver a Dispute Notice to the Calculating Party during such two (2) Business Day period, the Receiving Party shall be deemed to have accepted the Proposed Book Value Schedule, and the calculations of the Parent Adjusted Book Value Per Share or Company Adjusted Book Value Per Share set forth therein shall be final, conclusive and binding upon the parties. (iii) Prior to the delivery of the Proposed Book Value Schedules, Parent and the Company shall act in good faith to mutually agree upon a nationally recognized registered independent public accounting firm or a nationally recognized independent valuation expert (in either case, the “Independent Accounting or Valuation Firm”) to resolve any disputes pursuant to this Section 3.1(c). If a Dispute Notice shall be timely delivered by the Receiving Party pursuant to Section 3.1(c)(ii) above, then the Calculating Party and the Receiving Party shall forthwith jointly request that the Independent Accounting or Valuation Firm make a binding determination only as to the items set forth in the Dispute Notice in accordance with the terms of this Agreement. The Independent Accounting or Valuation Firm will, under the terms of its engagement, be requested to render its written decision with respect to such disputed items and amounts within four (4) Business Days from the date of referral. The Independent Accounting or Valuation Firm shall consider only those items or amounts in the Proposed Book Value Schedule as to which the Receiving Party and the Calculating Party are in disagreement. The Independent Accounting or Valuation Firm shall deliver to the Receiving Party and the Calculating Party a written report setting forth its adjustments, if any, to the Proposed Book Value Schedule based on the Independent Accounting or Valuation Firm’s determination with respect to the disputed items and amounts in accordance with this Agreement and such report shall include the calculations supporting such adjustments; provided, that for each item as to which the Calculating Party or the Receiving Party are in disagreement, the Independent Accounting or Valuation Firm shall assign a value for each such item no greater than the higher amount, and no less than the lower amount, calculated or proposed by the Calculating Party or the Receiving Party with respect to such item, as the case may be. Such report shall be final, conclusive and binding on the parties, and neither party nor any of their respective Affiliates or Representatives will seek recourse to any courts, other tribunals or otherwise, other than to enforce the determination of the Independent Accounting or Valuation Firm. The fees and expenses of the Independent Accounting or Valuation Firm for purposes of this Section 3.1(c)(iii) shall be shared equally by the parties, but such fees and expenses of the Independent Accounting or Valuation Firm shall not adjust either the Company Book Value Per Share or the Parent Book Value Per Share. (iv) As soon as practicable (but not more than two (2) Business Days) following the final determination of the Parent Adjusted Book Value Per Share, the Company Adjusted Book Value Per Share and the Exchange Ratio, Parent and the Company shall make a joint public statement to disclose the Exchange Ratio, the Per Common Share Parent Cash Consideration and the Per Common Share Additional Manager Consideration.

Determination of Exchange Ratio. (ia) As promptly as practicable, and in any event within ten thirty (1030) days after the Determination Date, each Calculating Party shall prepare and deliver to the Receiving Party a Proposed Book Value Schedule, together with such supporting documentation that the Receiving Party may reasonably request. (iib) Within two five (25) Business Days after of the delivery of each Proposed Book Value Schedule, the Receiving Party shall notify the Calculating Party whether it accepts or disputes the accuracy of the Proposed Book Value Schedule. In the event that the Receiving Party disputes the accuracy of the Proposed Book Value Schedule, the Receiving Party shall notify the Calculating Party in writing and in reasonable detail of those items and amounts as to which the Receiving Party disagrees and, provided the Receiving Party has received such supporting documentation reasonably necessary to do so, shall set and setting forth the Receiving Party’s calculation of such disputed amounts (a “Dispute Notice”), and the Receiving Party shall be deemed to have agreed with all other items and amounts contained in the Proposed Book Value Schedule other than as set forth in any such Dispute NoticeSchedule. In the event that the Receiving Party notifies the Calculating Party that it accepts the Proposed Book Value Schedule Schedule, or does not deliver a Dispute Notice to the Calculating Party Party, during such two (2) five Business Day period, the Receiving Party shall be deemed considered to have accepted the accuracy of the Proposed Book Value Schedule, and the calculations of the Parent Company Adjusted Book Value Per Share or Company Sxxxxxxxxx Adjusted Book Value Per Share set forth therein shall be final, conclusive and binding upon the partiesParties. (iiic) Prior to the delivery of the Proposed Book Value Schedules, Parent and the Company shall act in good faith to mutually agree upon a nationally recognized registered independent public accounting firm or a nationally recognized independent valuation expert (in either case, the “Independent Accounting or Valuation Firm”) to resolve any disputes pursuant to this Section 3.1(c). If a Dispute Notice shall be timely delivered by the Receiving Party pursuant to Section 3.1(c)(ii3.2(b) above, then the Calculating Party and the Receiving Party shall forthwith jointly request that Ernst & Young (“E&Y”) and, if requested by the Independent Accounting or Valuation Firm Receiving Party, solely with respect to any internal financial model used by the Calculating Party as part of the calculation of the Proposed Book Value Schedule, JPMorgan Chase & Co. (“JPM” and together with E&Y, a “Neutral”), make a binding determination only as to the items set forth in the Dispute Notice in accordance with the terms of this Agreement. The Independent Accounting or Valuation Firm Each Neutral will, under the terms of its engagement, be requested required to render its written decision with respect to such disputed items and amounts within four (4) Business Days from the date of referral. The Independent Accounting or Valuation Firm Each Neutral shall consider only those items or amounts in the Proposed Book Value Schedule as to which the Receiving Party and the Calculating Party are in disagreement. The Independent Accounting or Valuation Firm Each Neutral shall deliver to the Receiving Party and the Calculating Party a written report setting forth its adjustments, if any, to the Proposed Book Value Schedule based on the Independent Accounting or Valuation Firmsuch Neutral’s determination with respect to the disputed items and amounts in accordance with this Agreement and the Calculation Principles and such report shall include the calculations supporting such adjustments; provided, that for each item as to which the Calculating Party or the Receiving Party are in disagreement, the Independent Accounting or Valuation Firm such Neutral shall assign a value for each such item no greater than the higher amount, and no less than the lower amount, calculated or proposed by the Calculating Party or the Receiving Party with respect to such item, as the case may be. Such report shall be final, conclusive and binding on the partiesParties, and neither party any Party nor any of their respective its Affiliates or Representatives will seek recourse to any courts, other tribunals or otherwise, other than to enforce the determination of the Independent Accounting or Valuation Firmeach Neutral. The fees and expenses of the Independent Accounting or Valuation Firm for purposes of this Section 3.1(c)(iii) each Neutral shall be shared equally by the parties, but such fees and expenses of the Independent Accounting or Valuation Firm shall not adjust either the Company Book Value Per Share or the Parent Book Value Per ShareParties. (ivd) As Subject to Section 7.4, as soon as practicable (but not more than two (2) Business Days) following the final determination of the Parent Company Adjusted Book Value Per Share, the Company Sxxxxxxxxx Adjusted Book Value Per Share and the Exchange Ratio, Parent Company and the Company Sxxxxxxxxx shall make a joint public statement to disclose the Exchange Ratio, Ratio (the Per Common Share Parent Cash Consideration and the Per Common Share Additional Manager Consideration“Exchange Ratio Announcement”).

Determination of Exchange Ratio. (i) 1. As promptly as practicable, and in any event within ten fifteen (1015) days Business Days after the Determination Date, each Calculating Party shall prepare and deliver to the Receiving Party a Proposed Book Value Schedule, together with such supporting documentation that the Receiving Party may reasonably request. 2. Within five (ii) Within two (25) Business Days after of the delivery of each Proposed Book Value Schedule, the Receiving Party shall notify the Calculating Party whether it accepts or disputes the accuracy of the Calculating Party’s Proposed Book Value Schedule. In the event that the Receiving Party disputes the accuracy of the Calculating Party’s Proposed Book Value Schedule, the Receiving Party shall notify the Calculating Party in writing and in reasonable detail of those items and amounts as to which the Receiving Party disagrees and, provided the Receiving Party has received such supporting documentation reasonably necessary to do so, and shall set forth the Receiving Party’s calculation of such disputed amounts (a “Dispute Notice”), and the Receiving Party shall be deemed to have agreed with all other items and amounts contained in the Calculating Party’s Proposed Book Value Schedule other than as set forth in any such Dispute NoticeSchedule. In the event that the Receiving Party notifies the Calculating Party that it accepts the Calculating Party’s Proposed Book Value Schedule Schedule, or does not deliver a Dispute Notice to the Calculating Party Party, during such two five (25) Business Day period, the Receiving Party shall be deemed considered to have accepted the accuracy of the Calculating Party’s Proposed Book Value Schedule, and the calculations of the Parent Company Adjusted Book Value Per Share or Company Parent Adjusted Book Value Per Share set forth therein shall be final, conclusive and binding upon the parties. (iii) Prior to the delivery of the Proposed Book Value Schedules, Parent and the Company shall act in good faith to mutually agree upon a nationally recognized registered independent public accounting firm or a nationally recognized independent valuation expert (in either case, the “Independent Accounting or Valuation Firm”) to resolve any disputes pursuant to this Section 3.1(c)3. If a Dispute Notice shall be timely delivered by the Receiving Party pursuant to Section 3.1(c)(ii) above, then the Calculating Party and the Receiving Party shall forthwith as promptly as practicable jointly request that engage a mutually agreed upon nationally recognized registered independent public accounting firm or nationally recognized independent valuation expert (the “Independent Accounting or Valuation Firm Firm”) to make a binding determination only as to the items set forth in the Dispute Notice based solely on presentations by each party in accordance with the terms of this Agreement. The Independent Accounting or Valuation Firm will, under the terms of its engagement, be requested required to render its written decision with respect to such disputed items and amounts within four five (45) Business Days from the date of referral. The Independent Accounting or Valuation Firm shall consider only those items or amounts in the Proposed Book Value Schedule as to which the Receiving Party and the Calculating Party are in disagreement. The Independent Accounting or Valuation Firm shall deliver to the Receiving Party and the Calculating Party a written report setting forth its adjustments, if any, to the Proposed Book Value Schedule based on the Independent Accounting or Valuation Firm’s determination with respect to the disputed items and amounts solely in accordance with this Agreement and the Calculation Principles and such report shall include the calculations supporting such adjustments; provided, that for each item as to which the Calculating Party or the Receiving Party are in disagreement, the Independent Accounting or Valuation Firm shall assign a value for each such item no greater than the higher amount, and no less than the lower amount, calculated or proposed by the Calculating Party or the Receiving Party with respect to such item, as the case may be. Such report shall be final, conclusive and binding on the parties, and neither any party nor any of their respective its Affiliates or Representatives will seek recourse to any courts, other tribunals or otherwise, other than to enforce the determination of the Independent Accounting or Valuation Firm. The fees and expenses of the Independent Accounting or Valuation Firm for purposes of this Section 3.1(c)(iii) shall be shared equally by the parties, but such fees and expenses of the Independent Accounting or Valuation Firm shall not adjust either the Company Book Value Per Share or the Parent Book Value Per Share. (iv) As 4. Subject to Section 6.13, as soon as practicable (but not more than two (2) Business Days) following the final determination of the Parent Company Adjusted Book Value Per Share, the Company Parent Adjusted Book Value Per Share and the Exchange Ratio, Parent and the Company and Parent shall make a joint public statement to disclose the Exchange Ratio, Ratio (the Per Common Share Parent Cash Consideration “Exchange Ratio Announcement”) and the Per Common Share Additional Manager Considerationshall file Current Reports on Form 8-K reflecting such disclosures.

Determination of Exchange Ratio. (i) As promptly as practicable, and in any event within ten fifteen (1015) days Business Days after the Determination Date, each Calculating Party shall prepare and deliver to the Receiving Party a Proposed Book Value Schedule, together with such supporting documentation that the Receiving Party may reasonably request. (ii) Within two five (25) Business Days after of the delivery of each Proposed Book Value Schedule, the Receiving Party shall notify the Calculating Party whether it accepts or disputes the accuracy of the Calculating Party’s Proposed Book Value Schedule. In the event that the Receiving Party disputes the accuracy of the Calculating Party’s Proposed Book Value Schedule, the Receiving Party shall notify the Calculating Party in writing and in reasonable detail of those items and amounts as to which the Receiving Party disagrees and, provided the Receiving Party has received such supporting documentation reasonably necessary to do so, and shall set forth the Receiving Party’s calculation of such disputed amounts (a “Dispute Notice”), and the Receiving Party shall be deemed to have agreed with all other items and amounts contained in the Calculating Party’s Proposed Book Value Schedule other than as set forth in any such Dispute NoticeSchedule. In the event that the Receiving Party notifies the Calculating Party that it accepts the Calculating Party’s Proposed Book Value Schedule Schedule, or does not deliver a Dispute Notice to the Calculating Party Party, during such two five (25) Business Day period, the Receiving Party shall be deemed considered to have accepted the accuracy of the Calculating Party’s Proposed Book Value Schedule, and the calculations of the Parent Company Adjusted Book Value Per Share or Company Parent Adjusted Book Value Per Share set forth therein shall be final, conclusive and binding upon the parties. (iii) Prior to the delivery of the Proposed Book Value Schedules, Parent and the Company shall act in good faith to mutually agree upon a nationally recognized registered independent public accounting firm or a nationally recognized independent valuation expert (in either case, the “Independent Accounting or Valuation Firm”) to resolve any disputes pursuant to this Section 3.1(c). If a Dispute Notice shall be timely delivered by the Receiving Party pursuant to Section 3.1(c)(ii) above, then the Calculating Party and the Receiving Party shall forthwith as promptly as practicable jointly request that engage a mutually agreed upon nationally recognized registered independent public accounting firm or nationally recognized independent valuation expert (the “Independent Accounting or Valuation Firm Firm”) to make a binding determination only as to the items set forth in the Dispute Notice based solely on presentations by each party in accordance with the terms of this Agreement. The Independent Accounting or Valuation Firm will, under the terms of its engagement, be requested required to render its written decision with respect to such disputed items and amounts within four five (45) Business Days from the date of referral. The Independent Accounting or Valuation Firm shall consider only those items or amounts in the Proposed Book Value Schedule as to which the Receiving Party and the Calculating Party are in disagreement. The Independent Accounting or Valuation Firm shall deliver to the Receiving Party and the Calculating Party a written report setting forth its adjustments, if any, to the Proposed Book Value Schedule based on the Independent Accounting or Valuation Firm’s determination with respect to the disputed items and amounts solely in accordance with this Agreement and the Calculation Principles and such report shall include the calculations supporting such adjustments; provided, that for each item as to which the Calculating Party or the Receiving Party are in disagreement, the Independent Accounting or Valuation Firm shall assign a value for each such item no greater than the higher amount, and no less than the lower amount, calculated or proposed by the Calculating Party or the Receiving Party with respect to such item, as the case may be. Such report shall be final, conclusive and binding on the parties, and neither any party nor any of their respective its Affiliates or Representatives will seek recourse to any courts, other tribunals or otherwise, other than to enforce the determination of the Independent Accounting or Valuation Firm. The fees and expenses of the Independent Accounting or Valuation Firm for purposes of this Section 3.1(c)(iii) shall be shared equally by the parties, but such fees and expenses of the Independent Accounting or Valuation Firm shall not adjust either the Company Book Value Per Share or the Parent Book Value Per Share. (iv) As Subject to Section 6.13, as soon as practicable (but not more than two (2) Business Days) following the final determination of the Parent Company Adjusted Book Value Per Share, the Company Parent Adjusted Book Value Per Share and the Exchange Ratio, Parent and the Company and Parent shall make a joint public statement to disclose the Exchange Ratio, Ratio (the Per Common Share Parent Cash Consideration “Exchange Ratio Announcement”) and the Per Common Share Additional Manager Considerationshall file Current Reports on Form 8-K reflecting such disclosures.

Determination of Exchange Ratio. (i) As promptly as practicable, and in any event within ten No later than five (105) days Business Days after the Determination Datedate that the Registration Statement is declared effective (but if the Registration Statement is declared effective on or after September 30, each Calculating Party 2018, then no earlier than October 5, 2018), Sirius shall prepare and deliver to Easterly its good faith estimates of the Receiving Party a September 30 Book Value and the Adjusted September 30 DBVPS (the “Proposed Book Value Schedule”), together with such supporting documentation that the Receiving Party Easterly may reasonably request. The final, conclusive and binding estimates of September 30 Book Value and Adjusted September 30 DBVPS, as determined pursuant to this Section 2.1(g), are referred to herein as the “Estimated September 30 Book Value” and “Estimated Adjusted September 30 DBVPS,” respectively. (ii) Within two five (25) Business Days after of the delivery of each the Proposed Book Value Schedule, the Receiving Party Easterly shall notify the Calculating Party Sirius whether it accepts or disputes the accuracy of the Proposed Book Value Schedule. In the event that the Receiving Party Easterly disputes the accuracy of the Proposed Book Value Schedule, the Receiving Party Easterly shall notify the Calculating Party in writing and Sirius in reasonable detail of those items and amounts as to which the Receiving Party Easterly disagrees and, provided the Receiving Party has received such supporting documentation reasonably necessary to do so, and shall set forth the Receiving PartyEasterly’s calculation of such disputed amounts (a “Dispute Notice”), and the Receiving Party Easterly shall be deemed to have agreed with all other items and amounts contained in the Proposed Book Value Schedule other than as set forth in any such Dispute Noticenot so disputed. In the event that the Receiving Party Easterly notifies the Calculating Party Sirius that it accepts the Proposed Book Value Schedule or does not deliver a Dispute Notice to the Calculating Party Sirius during such two five (25) Business Day period, the Receiving Party Easterly, on behalf of itself and all holders of Easterly Common Stock, shall be deemed to have accepted the accuracy of the Proposed Book Value Schedule, and the calculations estimates of the Parent Adjusted September 30 Book Value Per Share or Company and Adjusted Book Value Per Share September 30 DBVPS set forth therein shall be final, conclusive and binding upon the parties. (iii) Prior to the delivery of the Proposed Book Value Schedules, Parent and the Company shall act in good faith to mutually agree upon a nationally recognized registered independent public accounting firm or a nationally recognized independent valuation expert (in either case, the “Independent Accounting or Valuation Firm”) to resolve any disputes pursuant to this Section 3.1(c). If a Dispute Notice shall be timely delivered by the Receiving Party Easterly pursuant to Section 3.1(c)(ii) above2.1(g)(ii), then the Calculating Party Sirius and the Receiving Party Easterly shall forthwith jointly request that PricewaterhouseCoopers LLP (the Independent “Accounting or Valuation Firm Firm”) make a binding determination only as to the items set forth in the Dispute Notice Notice, in accordance with the terms of this Agreement. The Independent Accounting or Valuation Firm will, under the terms of its engagement, be requested required to render its written decision with respect to such disputed items and amounts within four (4) Business Days from the date of referral. The Independent Accounting or Valuation Firm shall consider only those items or amounts in the Proposed Book Value Schedule as to which the Receiving Party Easterly and the Calculating Party Sirius are in disagreement. The Independent Accounting or Valuation Firm shall deliver to the Receiving Party Easterly and the Calculating Party Sirius a written report setting forth its adjustments, if any, to the Proposed Book Value Schedule based on the Independent Accounting or Valuation Firm’s determination with respect to the disputed items and amounts in accordance with this Agreement Agreement, and such report shall include the calculations supporting such adjustments; provided, that for each item as to which the Calculating Party or the Receiving Party Easterly and Sirius are in disagreement, the Independent Accounting or Valuation Firm shall assign a value for each such item no greater than the higher amount, and no less than the lower amount, calculated or proposed by the Calculating Party Easterly or the Receiving Party Sirius with respect to such item, as the case may be. Such report and the estimates of the September 30 Book Value and Adjusted September 30 DBVPS set forth therein shall be final, conclusive and binding on the parties, and neither party nor any of their respective Affiliates Affiliates, stockholders or Representatives will may seek recourse to any courts, other tribunals or otherwise, other than to enforce the determination of the Independent Accounting or Valuation Firm. The fees and expenses of the Independent Accounting or Valuation Firm for purposes of this Section 3.1(c)(iii2.1(g) shall be shared borne equally by the parties, but such fees and expenses of the Independent Accounting or Valuation Firm shall not adjust either the Company Book Value Per Share or the Parent Book Value Per Share. (iv) As soon as practicable (but not more than At least two (2) Business Days) following Days prior to the final determination Closing Date (or such other time as may be mutually agreed between Sirius and Easterly), Easterly shall notify Sirius in writing of its good faith calculation of the Parent Adjusted Book Value Easterly Closing Outstanding Shares and the Estimated Easterly Cash Per Share, in each case as of immediately prior to the Company Adjusted Book Value Per Share Effective Time, together with such supporting documentation that Sirius may reasonably request. Using such amounts and the Estimated Adjusted September 30 DBVPS, Sirius shall then calculate the final Exchange Ratio; provided, Parent and however, that if the Company Final Adjusted September 30 DBVPS is determined pursuant to Section 2.1(h)(i) prior to the Closing Date, then Sirius shall make a joint public statement to disclose calculate the final Exchange Ratio, Ratio using the Per Common Share Parent Cash Consideration and Final Adjusted September 30 DBVPS (in lieu of the Per Common Share Additional Manager ConsiderationEstimated Adjusted September 30 DBVPS).”

Determination of Exchange Ratio. (i) As promptly as practicable, and in any event within ten (10) days Business Days after the Determination Date, each Calculating Party shall prepare and deliver to the Receiving Party a Proposed Book Value Schedule, together with such supporting documentation that the Receiving Party may reasonably request. The Proposed Book Value Schedule of Company shall include, and the Company Adjusted Book Value Per Share shall reflect, the value of the asset(s) set forth on Schedule 3.1(c)(i) of the Company Disclosure Letter as determined by an Independent Accounting or Valuation Firm (defined below) applying the guidelines set forth on Schedule 3.1(c)(i) of the Company Disclosure Letter and conducted prior to the Determination Date; provided, however, that (A) nothing in this Section 3.1(c)(i) shall prohibit Company from selling or otherwise disposing the asset(s) set forth on Schedule 3.1(c)(i) of the Company Disclosure Letter for fair market value prior to the Determination Date and (B) the fees and expenses of the Independent Accounting or Valuation Firm for purposes of this Section 3.1(c)(i) shall be borne by Parent. (ii) Within two three (23) Business Days after of the delivery of each Proposed Book Value Schedule, the Receiving Party shall notify the Calculating Party whether it accepts or disputes the accuracy of the Proposed Book Value Schedule. In the event that the Receiving Party disputes the accuracy of the Proposed Book Value Schedule, the Receiving Party shall notify the Calculating Party in writing and in reasonable detail of those items and amounts as to which the Receiving Party disagrees and, provided the Receiving Party has received such supporting documentation reasonably necessary to do so, and shall set forth the Receiving Party’s 's calculation of such disputed amounts (a “"Dispute Notice”"), and the Receiving Party shall be deemed to have agreed with all other items and amounts contained in the Proposed Book Value Schedule other than as set forth in any such Dispute NoticeSchedule. In the event that the Receiving Party notifies the Calculating Party that it accepts the Proposed Book Value Schedule or does not deliver a Dispute Notice to the Calculating Party during such two (2) three Business Day period, the Receiving Party shall be deemed to have accepted the accuracy of the Proposed Book Value Schedule, and the calculations of the Parent Adjusted Book Value Per Share or Company Adjusted Book Value Per Share set forth therein shall be final, conclusive and binding upon the parties. (iii) Prior to the delivery of the Proposed Book Value Schedules, Parent and the Company shall act in good faith to mutually agree upon a nationally recognized registered independent public accounting firm or a nationally recognized independent valuation expert (in either case, the “Independent Accounting or Valuation Firm”) to resolve any disputes pursuant to this Section 3.1(c). If a Dispute Notice shall be timely delivered by the Receiving Party pursuant to Section 3.1(c)(ii) above, then the Calculating Party and the Receiving Party shall forthwith jointly request that a mutually agreed upon nationally recognized registered independent public accounting firm or a nationally recognized independent valuation expert (in either case, the "Independent Accounting or Valuation Firm Firm"), make a binding determination only as to the items set forth in the Dispute Notice in accordance with the terms of this Agreement. The Independent Accounting or Valuation Firm will, under the terms of its engagement, be requested required to render its written decision with respect to such disputed items and amounts within four (4) Business Days from the date of referral. The Independent Accounting or Valuation Firm shall consider only those items or amounts in the Proposed Book Value Schedule as to which the Receiving Party and the Calculating Party are in disagreement. The Independent Accounting or Valuation Firm shall deliver to the Receiving Party and the Calculating Party a written report setting forth its adjustments, if any, to the Proposed Book Value Schedule based on the Independent Accounting or Valuation Firm’s 's determination with respect to the disputed items and amounts in accordance with this Agreement and the Calculation Principles and such report shall include the calculations supporting such adjustments; provided, that for each item as to which the Calculating Party or the Receiving Party are in disagreement, the Independent Accounting or Valuation Firm shall assign a value for each such item no greater than the higher amount, and no less than the lower amount, calculated or proposed by the Calculating Party or the Receiving Party with respect to such item, as the case may be. Such report shall be final, conclusive and binding on the parties, and neither party nor any of their respective Affiliates or Representatives will seek recourse to any courts, other tribunals or otherwise, other than to enforce the determination of the Independent Accounting or Valuation Firm. The fees and expenses of the Independent Accounting or Valuation Firm for purposes of this Section 3.1(c)(iii) shall be shared equally by the parties, but such fees and expenses of the Independent Accounting or Valuation Firm shall not adjust either the Company Book Value Per Share or the Parent Book Value Per Share. (iv) As Subject to Section 6.12, as soon as practicable (but not more than two (2) Business Days) following the final determination of the Parent Adjusted Book Value Per Share, the Company Adjusted Book Value Per Share and the Exchange Ratio, Parent and the Company shall make a joint public statement to disclose the Exchange Ratio, the Per Common Share Parent Cash Consideration Ratio and the Per Common Share Additional Manager ConsiderationCash Consideration (the "Exchange Ratio Announcement").

Determination of Exchange Ratio. (i) As promptly as practicable, and in any event within ten No later than five (105) days Business Days after the Determination Datedate that the Registration Statement is declared effective (but if the Registration Statement is declared effective on or after September 30, each Calculating Party 2018, then no earlier than October 5, 2018), Sirius shall prepare and deliver to Easterly its good faith estimates of the Receiving Party a September 30 Book Value and the Adjusted September 30 DBVPS (the “Proposed Book Value Schedule”), together with such supporting documentation that the Receiving Party Easterly may reasonably request. The final, conclusive and binding estimates of September 30 Book Value and Adjusted September 30 DBVPS, as determined pursuant to this Section 2.1(g), are referred to herein as the “Estimated September 30 Book Value” and “Estimated Adjusted September 30 DBVPS,” respectively. (ii) Within two five (25) Business Days after of the delivery of each the Proposed Book Value Schedule, the Receiving Party Easterly shall notify the Calculating Party Sirius whether it accepts or disputes the accuracy of the Proposed Book Value Schedule. In the event that the Receiving Party Easterly disputes the accuracy of the Proposed Book Value Schedule, the Receiving Party Easterly shall notify the Calculating Party in writing and Sirius in reasonable detail of those items and amounts as to which the Receiving Party Easterly disagrees and, provided the Receiving Party has received such supporting documentation reasonably necessary to do so, and shall set forth the Receiving PartyEasterly’s calculation of such disputed amounts (a “Dispute Notice”), and the Receiving Party Easterly shall be deemed to have agreed with all other items and amounts contained in the Proposed Book Value Schedule other than as set forth in any such Dispute Noticenot so disputed. In the event that the Receiving Party Easterly notifies the Calculating Party Sirius that it accepts the Proposed Book Value Schedule or does not deliver a Dispute Notice to the Calculating Party Sirius during such two five (25) Business Day period, the Receiving Party Easterly, on behalf of itself and all holders of Easterly Common Stock, shall be deemed to have accepted the accuracy of the Proposed Book Value Schedule, and the calculations estimates of the Parent Adjusted September 30 Book Value Per Share or Company and Adjusted Book Value Per Share September 30 DBVPS set forth therein shall be final, conclusive and binding upon the parties. (iii) Prior to the delivery of the Proposed Book Value Schedules, Parent and the Company shall act in good faith to mutually agree upon a nationally recognized registered independent public accounting firm or a nationally recognized independent valuation expert (in either case, the “Independent Accounting or Valuation Firm”) to resolve any disputes pursuant to this Section 3.1(c). If a Dispute Notice shall be timely delivered by the Receiving Party Easterly pursuant to Section 3.1(c)(ii) above2.1(g)(ii), then the Calculating Party Sirius and the Receiving Party Easterly shall forthwith jointly request that a mutually agreed upon nationally recognized independent accounting firm (“the Independent Accounting or Valuation Firm Firm”) make a binding determination only as to the items set forth in the Dispute Notice Notice, in accordance with the terms of this Agreement. The Independent Accounting or Valuation Firm will, under the terms of its engagement, be requested required to render its written decision with respect to such disputed items and amounts within four (4) Business Days from the date of referral. The Independent Accounting or Valuation Firm shall consider only those items or amounts in the Proposed Book Value Schedule as to which the Receiving Party Easterly and the Calculating Party Sirius are in disagreement. The Independent Accounting or Valuation Firm shall deliver to the Receiving Party Easterly and the Calculating Party Sirius a written report setting forth its adjustments, if any, to the Proposed Book Value Schedule based on the Independent Accounting or Valuation Firm’s determination with respect to the disputed items and amounts in accordance with this Agreement Agreement, and such report shall include the calculations supporting such adjustments; provided, that for each item as to which the Calculating Party or the Receiving Party Easterly and Sirius are in disagreement, the Independent Accounting or Valuation Firm shall assign a value for each such item no greater than the higher amount, and no less than the lower amount, calculated or proposed by the Calculating Party Easterly or the Receiving Party Sirius with respect to such item, as the case may be. Such report and the estimates of the September 30 Book Value and Adjusted September 30 DBVPS set forth therein shall be final, conclusive and binding on the parties, and neither party nor any of their respective Affiliates Affiliates, stockholders or Representatives will may seek recourse to any courts, other tribunals or otherwise, other than to enforce the determination of the Independent Accounting or Valuation Firm. The fees and expenses of the Independent Accounting or Valuation Firm for purposes of this Section 3.1(c)(iii2.1(g) shall be shared borne equally by the parties, but such fees and expenses of the Independent Accounting or Valuation Firm shall not adjust either the Company Book Value Per Share or the Parent Book Value Per Share. (iv) As soon as practicable (but not more than At least two (2) Business Days) following Days prior to the final determination Closing Date (or such other time as may be mutually agreed between Sirius and Easterly), Easterly shall notify Sirius in writing of its good faith calculation of the Parent Adjusted Book Value Easterly Closing Outstanding Shares and the Estimated Easterly Cash Per Share, in each case as of immediately prior to the Company Adjusted Book Value Per Share Effective Time, together with such supporting documentation that Sirius may reasonably request. Using such amounts and the Estimated Adjusted September 30 DBVPS, Sirius shall then calculate the final Exchange Ratio; provided, Parent and however, that if the Company Final Adjusted September 30 DBVPS is determined pursuant to Section 2.1(h)(i) prior to the Closing Date, then Sirius shall make a joint public statement to disclose calculate the final Exchange Ratio, Ratio using the Per Common Share Parent Cash Consideration and Final Adjusted September 30 DBVPS (in lieu of the Per Common Share Additional Manager ConsiderationEstimated Adjusted September 30 DBVPS).”

Determination of Exchange Ratio. (i) As promptly as practicable, and in any event within ten (10) days Business Days after the Determination Date, each Calculating Party shall prepare and deliver to the Receiving Party a Proposed Book Value Schedule, together with such supporting documentation that the Receiving Party may reasonably request. The Proposed Book Value Schedule of Company shall include, and the Company Adjusted Book Value Per Share shall reflect, the value of the asset(s) set forth on Schedule 3.1(c)(i) of the Company Disclosure Letter as determined by an Independent Accounting or Valuation Firm (defined below) applying the guidelines set forth on Schedule 3.1(c)(i) of the Company Disclosure Letter and conducted prior to the Determination Date; provided, however, that (A) nothing in this Section 3.1(c)(i) shall prohibit Company from selling or otherwise disposing the asset(s) set forth on Schedule 3.1(c)(i) of the Company Disclosure Letter for fair market value prior to the Determination Date and (B) the fees and expenses of the Independent Accounting or Valuation Firm for purposes of this Section 3.1(c)(i) shall be borne by Parent. (ii) Within two three (23) Business Days after of the delivery of each Proposed Book Value Schedule, the Receiving Party shall notify the Calculating Party whether it accepts or disputes the accuracy of the Proposed Book Value Schedule. In the event that the Receiving Party disputes the accuracy of the Proposed Book Value Schedule, the Receiving Party shall notify the Calculating Party in writing and in reasonable detail of those items and amounts as to which the Receiving Party disagrees and, provided the Receiving Party has received such supporting documentation reasonably necessary to do so, and shall set forth the Receiving Party’s calculation of such disputed amounts (a “Dispute Notice”), and the Receiving Party shall be deemed to have agreed with all other items and amounts contained in the Proposed Book Value Schedule other than as set forth in any such Dispute NoticeSchedule. In the event that the Receiving Party notifies the Calculating Party that it accepts the Proposed Book Value Schedule or does not deliver a Dispute Notice to the Calculating Party during such two (2) three Business Day period, the Receiving Party shall be deemed to have accepted the accuracy of the Proposed Book Value Schedule, and the calculations of the Parent Adjusted Book Value Per Share or Company Adjusted Book Value Per Share set forth therein shall be final, conclusive and binding upon the parties. (iii) Prior to the delivery of the Proposed Book Value Schedules, Parent and the Company shall act in good faith to mutually agree upon a nationally recognized registered independent public accounting firm or a nationally recognized independent valuation expert (in either case, the “Independent Accounting or Valuation Firm”) to resolve any disputes pursuant to this Section 3.1(c). If a Dispute Notice shall be timely delivered by the Receiving Party pursuant to Section 3.1(c)(ii) above, then the Calculating Party and the Receiving Party shall forthwith jointly request that a mutually agreed upon nationally recognized registered independent public accounting firm or a nationally recognized independent valuation expert (in either case, the “Independent Accounting or Valuation Firm Firm”), make a binding determination only as to the items set forth in the Dispute Notice in accordance with the terms of this Agreement. The Independent Accounting or Valuation Firm will, under the terms of its engagement, be requested required to render its written decision with respect to such disputed items and amounts within four (4) Business Days from the date of referral. The Independent Accounting or Valuation Firm shall consider only those items or amounts in the Proposed Book Value Schedule as to which the Receiving Party and the Calculating Party are in disagreement. The Independent Accounting or Valuation Firm shall deliver to the Receiving Party and the Calculating Party a written report setting forth its adjustments, if any, to the Proposed Book Value Schedule based on the Independent Accounting or Valuation Firm’s determination with respect to the disputed items and amounts in accordance with this Agreement and the Calculation Principles and such report shall include the calculations supporting such adjustments; provided, that for each item as to which the Calculating Party or the Receiving Party are in disagreement, the Independent Accounting or Valuation Firm shall assign a value for each such item no greater than the higher amount, and no less than the lower amount, calculated or proposed by the Calculating Party or the Receiving Party with respect to such item, as the case may be. Such report shall be final, conclusive and binding on the parties, and neither party nor any of their respective Affiliates or Representatives will seek recourse to any courts, other tribunals or otherwise, other than to enforce the determination of the Independent Accounting or Valuation Firm. The fees and expenses of the Independent Accounting or Valuation Firm for purposes of this Section 3.1(c)(iii) shall be shared equally by the parties, but such fees and expenses of the Independent Accounting or Valuation Firm shall not adjust either the Company Book Value Per Share or the Parent Book Value Per Share. (iv) As Subject to Section 6.12, as soon as practicable (but not more than two (2) Business Days) following the final determination of the Parent Adjusted Book Value Per Share, the Company Adjusted Book Value Per Share and the Exchange Ratio, Parent and the Company shall make a joint public statement to disclose the Exchange Ratio, the Per Common Share Parent Cash Consideration Ratio and the Per Common Share Additional Manager ConsiderationCash Consideration (the “Exchange Ratio Announcement”).

Determination of Exchange Ratio. (i) As promptly as practicable, and in any event within ten (10) days after the Determination Dateprior to July 30, each Calculating Party 2018, Sirius shall prepare and deliver to Easterly its good faith calculation of the Receiving Party a June 30 Book Value (the “Proposed Book Value Schedule”), together with such supporting documentation that the Receiving Party Easterly may reasonably request. (ii) Within two five (25) Business Days after of the delivery of each the Proposed Book Value Schedule, the Receiving Party Easterly shall notify the Calculating Party Sirius whether it accepts or disputes the accuracy of the Proposed Book Value Schedule. In the event that the Receiving Party Easterly disputes the accuracy of the Proposed Book Value Schedule, the Receiving Party Easterly shall notify the Calculating Party in writing and Sirius in reasonable detail of those items and amounts as to which the Receiving Party Easterly disagrees and, provided the Receiving Party has received such supporting documentation reasonably necessary to do so, and shall set forth the Receiving PartyEasterly’s calculation of such disputed amounts (a “Dispute Notice”), and the Receiving Party Easterly shall be deemed to have agreed with all other items and amounts contained in the Proposed Book Value Schedule other than as set forth in any such Dispute Noticenot so disputed. In the event that the Receiving Party Easterly notifies the Calculating Party Sirius that it accepts the Proposed Book Value Schedule or does not deliver a Dispute Notice to the Calculating Party Sirius during such two five (25) Business Day period, the Receiving Party Easterly, on behalf of itself and all holders of Easterly Common Stock, shall be deemed to have accepted the accuracy of the Proposed Book Value Schedule, and the calculations of the Parent Adjusted June 30 Book Value Per Share or Company Adjusted Book Value Per Share set forth therein shall be final, conclusive and binding upon the partiesparties (such amount, the “Final June 30 Book Value”). (iii) Prior At least two (2) Business Days prior to the Closing Date (or such other time as may be mutually agreed between Sirius and Easterly), Sirius shall prepare and deliver to Easterly its good faith calculation of the Adjusted June 30 DBVPS (the “Proposed Adjusted June 30 DBVPS”), together with such supporting documentation that Easterly may reasonably request. (iv) Within two (2) Business Days of the delivery of the Proposed Book Value SchedulesAdjusted June 30 DBVPS, Parent Easterly shall notify Sirius whether it accepts or disputes the accuracy of the Proposed Adjusted June 30 DBVPS. In the event that Easterly disputes the accuracy of the Proposed Adjusted June 30 DBVPS, Easterly shall provide Sirius with a Dispute Notice, and Easterly shall be deemed to have agreed with all other items and amounts contained in the Proposed Adjusted June 30 DBVPS not so disputed. In the event that Easterly notifies Sirius that it accepts the Proposed Adjusted June 30 DBVPS or does not deliver a Dispute Notice to Sirius during such two (2) Business Day period, Easterly, on behalf of itself and all holders of Easterly Common Stock, shall be deemed to have accepted the accuracy of the Proposed Adjusted June 30 DBVPS, and the Company calculations of the Adjusted June 30 DBVPS set forth therein shall act in good faith be final, conclusive and binding upon the parties (such amount, the “Final Adjusted June 30 DBVPS”). (v) If a Dispute Notice shall be timely delivered by Easterly pursuant to Section 2.1(g)(ii) or Section 2.1(g)(iv) above, then Sirius and Easterly shall forthwith jointly request that a mutually agree agreed upon a nationally recognized registered independent public accounting firm or a nationally recognized independent valuation expert (in either case, the “Independent Accounting or Valuation Firm”) to resolve any disputes pursuant to this Section 3.1(c). If a Dispute Notice shall be timely delivered by the Receiving Party pursuant to Section 3.1(c)(ii) above, then the Calculating Party and the Receiving Party shall forthwith jointly request that the Independent Accounting or Valuation Firm make a binding determination only as to the items set forth in the Dispute Notice Notice, in accordance with the terms of this Agreement. The Independent Accounting or Valuation Firm will, under the terms of its engagement, be requested required to render its written decision with respect to such disputed items and amounts within four (4) Business Days from the date of referral. The Independent Accounting or Valuation Firm shall consider only those items or amounts in the Proposed Book Value Schedule or the Proposed Adjusted June 30 DBVPS, as applicable, as to which the Receiving Party Easterly and the Calculating Party Sirius are in disagreement. The Independent Accounting or Valuation Firm shall deliver to the Receiving Party Easterly and the Calculating Party Sirius a written report setting forth its adjustments, if any, to the Proposed Book Value Schedule or the Proposed Adjusted June 30 DBVPS, as applicable, based on the Independent Accounting or Valuation Firm’s determination with respect to the disputed items and amounts in accordance with this Agreement Agreement, and such report shall include the calculations supporting such adjustments; provided, that for each item as to which the Calculating Party or the Receiving Party Easterly and Sirius are in disagreement, the Independent Accounting or Valuation Firm shall assign a value for each such item no greater than the higher amount, and no less than the lower amount, calculated or proposed by the Calculating Party Easterly or the Receiving Party Sirius with respect to such item, as the case may be. Such report shall be final, conclusive and binding on the partiesparties and shall constitute the Final June 30 Book Value or the Final Adjusted June 30 DBVPS, as applicable, and neither party nor any of their respective Affiliates Affiliates, stockholders or Representatives will may seek recourse to any courts, other tribunals or otherwise, other than to enforce the determination of the Independent Accounting or Valuation Firm. The fees and expenses of the Independent Accounting or Valuation Firm for purposes of this Section 3.1(c)(iii2.1(g) shall be shared borne equally by the parties, but such fees and expenses of the Independent Accounting or Valuation Firm shall not adjust either the Company Book Value Per Share or the Parent Book Value Per Share. (ivvi) As soon as practicable (but not more than At least two (2) Business Days) following Days prior to the final determination Closing Date (or such other time as may be mutually agreed between Sirius and Easterly), Easterly shall notify Sirius in writing of its good faith calculation of the Parent Adjusted Book Value Easterly Closing Outstanding Shares and the Estimated Easterly Cash Per Share, in each case as of immediately prior to the Company Adjusted Book Value Per Share Effective Time, together with such supporting documentation that Sirius may reasonably request. Using such amounts and the Adjusted June 30 DBVPS as finally determined pursuant to this Section 2.1(g), Sirius shall then calculate the final Exchange Ratio, Parent and the Company shall make a joint public statement to disclose the Exchange Ratio, the Per Common Share Parent Cash Consideration and the Per Common Share Additional Manager Consideration.