Common use of Determination of Fair Market Value Clause in Contracts

Determination of Fair Market Value. “Fair Market Value” means, in Lessor’s reasonable determination, the greater of: (i) the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___] percent ([__]%])) of all associated future income streams expected to be received by Lessor arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor shall determine Fair Market Value within thirty (30) days after Lessee has exercised its option to Purchase the System. Lessor shall give written notice to Lessee of such determination, along with a full explanation of the calculation of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee reasonably objects to Lessor’s determination of Fair Market Value within thirty (30) days after Lessor has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor shall have no further liabilities or obligations hereunder.

Determination of Fair Market Value. “Fair Market Value” means, in Lessor’s reasonable determination, the greater of: (ia) the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___] percent ([__]%])) of all associated future income streams expected to be received by Lessor arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated If Optionee disagrees with the System avoided]. Lessor shall determine Fair Market Value within thirty (30) days after Lessee has exercised its option to Purchase the System. Lessor shall give written notice to Lessee of such determination, along with a full explanation of the calculation of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee reasonably objects to Lessor’s determination of Fair Market Value by the Board of Directors with respect to Optionee’s Restricted Shares or Vested Options for the purposes of Section 2 of the Stockholders Agreement, then Optionee shall, within thirty ten (3010) business days after Lessor has provided written of receiving notice of such determination, provide written notice thereof to the Parties Company. In the event any such notice of disagreement is timely provided, Optionee and the Board of Directors shall select negotiate in good faith for a period of fifteen (15) business days (or such longer period as Optionee may mutually agree) to resolve any disagreements with respect to the determination. If Optionee and the Board of Directors are unable to resolve such disagreements during such period, then the determination of Fair Market Value shall be made by a nationally recognized independent investment bank or other appraiser with experience (the “Appraiser”) reasonably acceptable to both Optionee and expertise in the solar photovoltaic industry to determine Company. (b) In determining the Fair Market Value (i) the Appraiser will give due regard to the then consolidated assets, liabilities, contingencies, earnings and prospects of the System. Such appraiser shall act reasonably Company and its subsidiaries and any other factors deemed relevant by such Appraiser, using accepted valuation practices, (ii) such Appraiser will assume that all securities convertible into or exchangeable or exercisable for Common Stock or other equity securities of the Company (other than those the Appraiser determines in good faith are likely never to determine be converted because of their exercise or conversion price) have been converted, exchanged or exercised immediately prior to the Fair Market Value valuation date and (iii) no minority discount or discount for lack of marketability shall be applied to the System based on the formulation set forth hereinvalue of any Common Stock. (c) The Company shall, and shall set forth cause its Affiliates to, (x) cooperate with the Appraiser in connection with such determination appraisal and (y) provide the Appraiser and its representatives with access to all of the Company’s records, financial data and employees and representatives in a written opinion delivered order to enable the PartiesAppraiser to make its determination. The valuation made fees and expenses of such Appraiser shall be paid one-half by Optionee and one-half by the appraiser Company. The determination of such Appraiser shall be final, conclusive and binding upon on Optionee and the Parties in Company and, for the absence avoidance of fraud or manifest error. The costs doubt, the provisions of Section 11(i) of Optionee’s employment agreement, dated as of the appraisal date hereof, shall be borne by the Parties equally. Upon purchase of the System, Lessee will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor shall have no further liabilities or obligations hereundernot apply to such determination.

Determination of Fair Market Value. “Fair Market Value” meansThe fair market value of the ---------------------------------- Registrable Securities shall be that which is negotiated by the Company and a majority in interest of the Participating Holders (as measured by their relative holdings of Registrable Securities) (the "Majority Participating Holders"). If the Company and the Majority Participating Holders fail to agree on the fair market value within 30 days of the Determination Date, in Lessor’s reasonable determinationthen, at the greater of: election of the Majority Participating Holders, either (i) the amount Majority Participating Holders shall then have the right to require a sale of the Company by asset sale, merger or otherwise (a "Sale of the Company") in accordance with the provisions of Section 5(g) and (h) hereof by delivering to the Company an Exit Instruction Notice or (ii) the Company and the Majority Participating Holders shall attempt to agree upon an appraiser to determine the fair market value, which appraiser shall be a nationally recognized investment banking firm that would be paid has experience valuing network businesses and other businesses of the type then engaged in by the Company (the firm or firms engaged to determine the fair market value hereunder having such qualifications being referred to as an arm’s length"Appraiser"). If, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither within the ten day period after the expiration of whom is under compulsion to complete the transaction, taking into account, among other thingssuch 30 day period, the ageCompany and the Majority Participating Holders agree upon an Appraiser to determine the fair market value in accordance with Section 5.4 above, condition then such Appraiser shall make such determination within 30 days after the date of such Appraiser's engagement, and performance such determination shall govern. If the Company and the Majority Participating Holder do not, within such 10 day period, agree as to a single Appraiser, or if the Appraiser appointed as provided above fails to determine such fair market value within 30 days of the System date of such Appraiser's engagement, then each of the Company and advances in solar technologythe Majority Participating Holder's engagement, provided then each of the Company and the Majority Participating Holders, by notice to the other, shall appoint one Appraiser. If either the Company or the Majority Participating Holders shall fail to appoint such an Appraiser within 10 days after the lapse of such 10 or 30 day period, as applicable, then the Appraiser appointed by the party that installed equipment does so appoint an Appraiser shall make the determination of such fair market value and such determination shall govern. If two Appraisers are appointed and they agree upon such fair market value, their joint determination shall govern. If said two Appraisers cannot reach an agreement within 30 days after the appointment of the last Appraiser to be appointed, the two Appraisers selected shall promptly select a third Appraiser who shall within 15 days following such Appraiser's appointment, select one of the two other appraisals as constituting fair market value. All decision of the Appraiser(s) shall be valued rendered in writing and shall be signed by the Appraiser(s). The fair market value determined as herein provided shall be conclusive, final and binding on an installed basis, the parties and shall be enforceable in any court having jurisdiction over a proceeding brought to seek such enforcement. The cost of the fair market value determination shall not be valued as scrap if it is functioning taken into account in determining fair market value and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___] percent ([__]%])) of all associated future income streams expected to be received by Lessor arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor shall determine Fair Market Value within thirty (30) days after Lessee has exercised its option to Purchase the System. Lessor shall give written notice to Lessee of such determination, along with a full explanation of the calculation of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee reasonably objects to Lessor’s determination of Fair Market Value within thirty (30) days after Lessor has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase Company and the Participating Holders, with the Participating Holders bearing such portion of such cost as equals their percentage equity ownership of the System, Lessee will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor shall have no further liabilities or obligations hereunderCompany on a fully diluted basis.

Determination of Fair Market Value. “Fair Market Value” means, in LessorSeller’s reasonable determination, the greater of: (i) the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___] percent ([__]%])) of all associated future income streams expected to be received by Lessor Seller arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor Seller shall determine Fair Market Value within thirty (30) days after Lessee Purchaser has exercised its option to Purchase the System. Lessor Seller shall give written notice to Lessee Purchaser of such determination, along with a full explanation of the calculation of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee Purchaser reasonably objects to LessorSeller’s determination of Fair Market Value within thirty (30) days after Lessor Seller has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee Purchaser will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor Seller shall have no further liabilities or obligations hereunder.

Determination of Fair Market Value. “Fair Market Valuemarket value” means, in Lessor’s Vendor {Contractor’s} reasonable determination, the greater of: (i) the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___] eight percent ([__]8%])) of all associated future income streams expected to be received by Lessor Vendor {Contractor} arising from the operation of the System for the remaining PPA term of the Agreement including but not limited to the expected price of electricity, Environmental Attributesenvironmental attributes, and Tax Credits tax credits and factoring in future costs and expenses associated with the System avoided]. Lessor Vendor {Contractor} shall determine Fair Market Value fair market value within thirty (30) days after Lessee the Using Agency has exercised its option to Purchase purchase the System. Lessor Vendor {Contractor} shall give written notice to Lessee the Using Agency of such determination, along with a full explanation of the calculation of Fair Market Valuefair market value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee the Using Agency reasonably objects to LessorVendor’s {Contractor’s} determination of Fair Market Value fair market value within thirty (30) days after Lessor Vendor {Contractor} has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value fair market value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value fair market value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee the Using Agency will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor Vendor {Contractor} shall have no further liabilities or obligations hereunderfor that System, Facility or Premises.

Determination of Fair Market Value. For purposes of determining the “Fair Market Valuefair market value” meansof a Property under this Article XIX, in Lessorthe parties shall, at Lessee’s reasonable sole expense, each retain an independent MAI appraiser to prepare an appraisal of the fair market value of the Property, including any additions or renovations thereto. Notwithstanding the foregoing, Lessee may elect to exclude from the fair market value determination, the greater of: value of any new improvements to the Property paid for by Lessee and not otherwise financed by Lessor that are separate and distinct from the improvements existing as of the Effective Date (i“Lessee Improvements”). The value of such Lessee Improvements to be excluded from the fair market value of the Property shall be described in the appraisals of the Property. Notwithstanding any of the foregoing, in no event shall any improvements arising from Lessee’s maintenance and repair obligations hereunder constitute Lessee Improvements. In determining the fair market value of the Property and Lessee Improvements, if any, the appraisers shall utilize the cost, income and sales comparison approaches to value. In utilizing the income approach, the appraisers shall determine the “leased fee” value of the Property, which shall be arrived at by considering (a) the amount income that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete produced by this Lease through the transaction, taking into account, among other things, the age, condition and performance end of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuationfully extended Lease term, and (iib) [for any given Contract Year, other factors relating to such approach which the amount set forth on Exhibit 4, Attachment A attached hereto] [appraiser shall deem relevant in the present appraisers’ sole discretion. The concluded value (using a discount rate of [___] percent ([__]%])) of all associated future income streams expected to be received by Lessor arising which results from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor shall determine Fair Market Value within thirty (30) days after Lessee has exercised its option to Purchase the System. Lessor shall give written notice to Lessee of such determination, along with a full explanation of the calculation of Fair Market Valueeach of the cost approach, including without limitationthe income approach and the sales comparison approach, all as determined in accordance with the provisions of this subsection, shall constitute the “appraisal value” of the Property for each respective appraisal. Once the appraisals are obtained, then the parties shall submit the appraisals to an explanation arbitrator reasonably acceptable to Lessor and Lessee experienced in matters of all assumptionscommercial real estate and the “fair market value” of each Property for purposes of this subsection shall be determined by “baseball arbitration” in accordance with the commercial arbitration rules of the American Arbitration Association, figures wherein the 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and values used in such calculation TN File No. 6457/02-5000 36 arbitrator shall review both appraisals and factual support for such assumptions, figures and values. If Lessee reasonably objects to shall select either Lessor’s determination of Fair Market Value within thirty (30) days after Lessor has provided written notice of such determination, appraisal or Lessee’s appraisal and the Parties appraisal selected by the arbitrator shall select a nationally recognized independent appraiser with experience and expertise in constitute the solar photovoltaic industry to determine the Fair Market Value “fair market value” of the SystemProperty for purposes of this Article XIX. Such appraiser shall act reasonably and in good faith In the event the “fair market value” so determined is unacceptable to determine the Fair Market Value Lessee, Lessee may cancel its exercise of the System based on the formulation set forth hereinoption without penalty; provided, and however, Lessee shall set forth such determination reimburse Lessor for its Costs incurred in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs connection with Lessee’s exercise of the appraisal shall be borne by the Parties equallyoption. Upon purchase of the System, Lessee will assume complete responsibility for the operation 4839-9503-5138.10 Spirit/Malibu Boats Master Lease Agreement CA and maintenance of the System and liability for the performance of the System, and Lessor shall have no further liabilities or obligations hereunder.TN File No. 6457/02-5000 37

Determination of Fair Market Value. “Fair Market Value” means, in Lessor’s reasonable determinationIn the event that a determination of the fair market value of Non-Cash Consideration is required pursuant to the Right of First Refusal, the greater of: (i) Selling Member shall specify in the amount that would applicable Offer Notice its good faith estimate of the fair market value of any Non-Cash Consideration to be paid in an arm’s length, free connection with the proposed transfer. If a majority of the disinterested members of the 47 47 Governing Board agrees with the estimated fair market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither value of whom is under compulsion to complete the transaction, taking into account, among other thingssuch Non-Cash Consideration, the age, condition and performance of the System and advances in solar technology, provided that installed equipment estimate shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___] percent ([__]%])) of all associated future income streams expected deemed to be received by Lessor arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor shall determine Fair Market Value within thirty (30the "FAIR MARKET VALUE") days after Lessee has exercised its option to Purchase the Systemthereof for purposes of this Agreement. Lessor shall give written notice to Lessee of such determination, along with If a full explanation majority of the calculation disinterested members of Fair Market Valuethe Governing Board does not agree with the estimated fair market value, including without limitationthe Governing Board shall, an explanation within 10 Business Days of all assumptionsreceipt of the Offer Notice, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee reasonably objects deliver to Lessor’s determination of Fair Market Value within thirty (30) days after Lessor has provided the Selling Member written notice of its disagreement and shall, for a period of 10 Business Days after delivering such determinationnotice, negotiate with the Selling Member for the purpose of determining the fair market value of the Non-Cash Consideration that is acceptable to the Governing Board and the Selling Member. If the Governing Board and the Selling Member are unable to agree on a fair market value during the aforementioned negotiation period, the Parties Company and the Selling Member shall select appoint a nationally mutually agreeable appraiser of recognized independent standing with respect to the nature of the property constituting the Non-Cash Consideration to complete an appraisal of the property constituting the Non-Cash Consideration. Such appraiser with experience shall render a binding and expertise in the solar photovoltaic industry to determine non-appealable appraisal of the Fair Market Value of the Systemproperty constituting the Non-Cash Consideration within 10 Business Days of such appraiser's appointment or, if it is not reasonably possible to complete such appraisal in such time period, such longer period as shall be reasonably necessary to complete such appraisal (not to exceed 30 Business Days). Such appraiser The Company and the Selling Member each shall act reasonably and in good faith to determine the Fair Market Value bear one-half of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor shall have no further liabilities or obligations hereundersuch appraisal.

Determination of Fair Market Value. “The determination of the fair market value (the "Fair Market Value” means, in Lessor’s reasonable determination, the greater of: (i") the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances Social Parts described in solar technology, provided that installed equipment Section 3(a) - 3(c) above shall be valued on made in accordance with this Section 3(d). Promptly upon receipt by a Member of a call or put notice, as the case may be, under Sections 3(a), 3(b) or 3(c) above, each Member shall promptly appoint as an installed basisappraiser an internationally-recognized investment banking firm (a "recognized investment banking firm"). Each appraiser shall, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___] percent ([__]%])) of all associated future income streams expected to be received by Lessor arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor shall determine Fair Market Value within thirty (30) days after Lessee has exercised its option of appointment, separately investigate the value of the Social Parts to Purchase be purchased or sold, as the Systemcase may be, as of the proposed transfer date and shall submit a notice of an appraisal of that value to each Member. Lessor shall give written notice to Lessee If the appraised values of such determinationconsideration (the "Earlier Appraisals") vary by less than ten percent (10%), along with a full explanation the average of the calculation of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and valuestwo appraisals on a per unit basis shall be controlling as the fair market value. If Lessee reasonably objects to Lessor’s determination the appraised values vary by more than ten percent (10%), the appraisers, within ten (10) days of Fair Market Value the submission of the last appraisal, shall appoint a third appraiser which shall be a recognized investment banking firm. The third appraiser shall, within thirty (30) days after Lessor has provided written of its appointment, appraise the fair market value of the Social Parts in question as of the proposed transfer date and submit notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry its appraisal to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Partieseach Member. The valuation made value determined by the third appraiser shall be binding upon controlling as the Parties fair market value of the Social Parts unless the value is greater than the two Earlier Appraisals, in which case the absence higher of fraud the two Earlier Appraisals will control, and unless the value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any Member fails to appoint an appraiser or manifest errorif one of the two initial appraisers fails after appointment to submit its appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. Each Member shall bear the cost of its respective appointed appraiser. The costs cost of the third appraisal shall be borne by shared equally between the Parties equally. Upon purchase of the System, Lessee will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor shall have no further liabilities or obligations hereunderMembers.

Determination of Fair Market Value. “Fair Market Value” means, in LessorSeller’s reasonable determination, the greater of: (i) the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyerpurchaser, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___] three percent ([__]3.00%])) of all associated future income streams expected to be received by Lessor Seller arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]avoided as a result of the System, and (iii) for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto. Lessor Seller shall determine Fair Market Value within thirty (30) days after Lessee Purchaser has exercised its option to Purchase the System. Lessor Seller shall give written notice to Lessee Purchaser of such determination, along with a full explanation of the calculation of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee Purchaser reasonably objects to LessorSeller’s determination of Fair Market Value within thirty (30) days after Lessor Seller has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee Purchaser will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor Seller shall have no further liabilities or obligations hereunder.

Determination of Fair Market Value. “Fair Market Value” means, in Lessor’s reasonable determination, the greater of: (i) the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as 4 Up to two option dates can be offered during the term, but for tax reasons, the first can be no earlier than the end of the sixth Contract Year. scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___[ ] percent ([__[ ]%])) of all associated future income streams expected to be received by Lessor arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor shall determine Fair Market Value within thirty (30) days after Lessee has exercised its option to Purchase the System. Lessor shall give written notice to Lessee of such determination, along with a full explanation of the calculation of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee reasonably objects to Lessor’s determination of Fair Market Value within thirty (30) days after Lessor has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor shall have no further liabilities or obligations hereunder.

Determination of Fair Market Value. “Fair Market Value” means, in LessorSeller’s reasonable determination, the greater of: (i) the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not 2 Up to two option dates can be offered during the term, but for tax reasons, the first can be no earlier than the end of the sixth Contract Year. be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___] percent ([__]4.5%])) of all associated future income streams expected to be received by Lessor Seller arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor Seller shall determine Fair Market Value within thirty (30) days after Lessee Purchaser has exercised its option to Purchase the System. Lessor Seller shall give written notice to Lessee Purchaser of such determination, along with a full explanation of the calculation of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee Purchaser reasonably objects to LessorSeller’s determination of Fair Market Value within thirty (30) days after Lessor Seller has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee Purchaser will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor Seller shall have no further liabilities or obligations hereunder.

Determination of Fair Market Value. “Fair Market Value” meansmarket value for purposes of Section 11.7.1 hereof shall be determined by an appraisal, which shall be performed by an appraiser selected by Landlord, and paid by Tenant. Any appraiser selected by Landlord shall have qualifications that include a minimum of five (5) years of experience in Lessor’s reasonable determinationthe appraisal of commercial real estate in Orange County. Such appraiser shall be disinterested, and shall be a member of a nationally recognized appraisal association. Further, any such appraiser shall comply with the greater of: licensing law then in effect for appraisers authorized to perform general appraisals within the State of California. If there are then any existing United States laws governing appraisers, said appraiser shall be in compliance with the then applicable Federal laws for appraisers performing appraisals of commercial real estate. In the event that Tenant disputes the appraised fair market value determined by an appraiser (ihereinafter the "First Appraiser"), who performed an appraisal pursuant to this Section 11.3, it shall so notify Landlord within five (5) days after receipt of such written determination by the amount that would First Appraiser, and the disagreement shall be paid in an arm’s lengthresolved as follows: (a) Within five (5) days after the service of such notice by Tenant to Landlord, free Tenant shall designate a second appraiser (the "Second Appraiser"), who shall appraise the fair market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance value of the System and advances Premises, assuming the provisions of this Lease (except the Basic Rent provision) would govern for a five (5) year term, all in solar technology, provided that installed equipment accordance with the requirements of this Section 11.3. This Second Appraiser shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___] percent ([__]%])) of all associated future income streams expected to be received by Lessor arising from the operation render its opinion of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor shall determine Fair Market Value within fair market value no later than thirty (30) days after Lessee has exercised its option to Purchase the Systemservice of notice by Tenant stated above. Lessor shall give written notice to Lessee of such determination, along with a full explanation In the event that the higher of the calculation two appraised fair market values rendered herein is not more than ten percent (10%) greater than the lower of Fair Market Valuethe two appraised fair market rental values, including without limitationthen the mean between the two appraised values shall be utilized to fix the appraised fair market value. (b) In the event that the higher of the two appraised fair market values is more than ten percent (10%) higher than the lower of the two appraised fair market rental values, an explanation of all assumptions, figures then the First Appraiser and values used in such calculation and factual support for such assumptions, figures and values. If Lessee reasonably objects to Lessor’s determination of Fair Market Value the Second Appraiser will meet within thirty five (305) days after Lessor has provided written notice receipt and acceptance of the Second Appraisal by Tenant, to attempt to agree upon the appraised fair market value. If the First Appraiser and Second Appraiser do not agree upon the appraised fair market value after such determinationmeeting, then they shall appoint a third appraiser (the "Third Appraiser"). (c) If the First and Second Appraiser shall be unable to agree upon the appointment of the Third Appraiser within five (5) days after the time specified in subsection "(ii)" above, then the Third Appraiser shall be selected by the Tenant and Landlord themselves. If Tenant and Landlord cannot agree on the third appraiser, within a further period of five (5) days, then either, on behalf of both, may apply to the person who is, at the time, the Parties shall select a nationally recognized independent appraiser with experience and expertise most senior in the solar photovoltaic industry to determine the Fair Market Value service, active Judge of the System. Such appraiser shall act reasonably and in good faith to determine United States District Court for the Fair Market Value District of where the Premises are located, for the selection of the System based on Third Appraiser. If that Judge cannot or will not make the formulation set forth hereinappointment, then the application will be made to the next most senior Judge, and shall set forth such determination in a written opinion delivered to so on down the Partiesline of seniority. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The fees and costs of the appraisal Second Appraiser and the Third Appraiser will be borne by Tenant, and the cost of application to the Judge of the United States District Court shall be borne by Tenant. In the Parties equally. Upon purchase event of the Systemfailure, Lessee will assume complete responsibility for refusal or inability of any appraiser to act, a new appraiser shall be appointed in this stead, which appointment shall be made in the operation and maintenance of the System and liability for the performance of the System, and Lessor shall have no further liabilities or obligations hereunder.same manner as provided herein; e.

Determination of Fair Market Value. “Fair Market Value” means(a) Within thirty (30) days after the appointment of the third appraiser, the appraisers shall determine the fair market value of the Property and the Improvements in accordance with the provisions hereof, and shall execute and acknowledge their determination of fair market value in writing and cause a copy thereof to be delivered to each of the parties hereto. (b) The appraisers shall determine the fair market value of the Property and the Improvements as of the date of Landlord’s notice referred to in Section 14.9.1 above, based on sales of comparable property in the area in which the Property is located, subject to the restrictions encumbering the Property. If, however, in Lessor’s reasonable determinationthe judgment of a majority of the appraisers, no such comparable sales are available, then the greater of: (i) appraisal shall be based on the amount assumption that would the Property is available for immediate sale and development for the purposes and at the density and intensity of development permitted under the zoning, subdivision and land use planning ordinances and regulations applicable to the Property in effect on the Commencement Date of this Ground Lease, and any changes or amendments thereto or modification or variance from the provisions thereof or conditional use permits which could reasonably be paid in an arm’s lengthanticipated to have been granted or approved as of the date of this Ground Lease. Notwithstanding anything contained herein to the contrary, free market transactionif the appraisal, for cashthe particular purposes for which it is being done, between an informedshould reasonably reflect the rent restrictions imposed on the Property pursuant to the Regulatory Agreement, willing seller and an informed willing buyer, neither of whom is under compulsion to complete then such rent restrictions shall be taken into consideration by the transaction, taking into account, among other things, the age, condition and performance appraisers. (c) If a majority of the System and advances in solar technology, provided that installed equipment shall be valued appraisers are unable to agree on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present fair market value (using a discount rate of [___] percent ([__]%])) of all associated future income streams expected to be received by Lessor arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor shall determine Fair Market Value within thirty (30) days after Lessee has exercised its option to Purchase the System. Lessor shall give written notice to Lessee of such determination, along with a full explanation of the calculation appointment of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee reasonably objects to Lessor’s determination of Fair Market Value within thirty (30) days after Lessor has provided written notice of such determinationthe third appraiser, the Parties three (3) appraisals shall select a nationally recognized independent appraiser with experience be added together and expertise in their total divided by three (3).The resulting quotient shall be the solar photovoltaic industry to determine the Fair Market Value fair market value of the SystemProperty and the Improvements. Such appraiser shall act reasonably and in good faith to determine If, however, the Fair Market Value of low appraisal and/or high appraisal is or are more than ten percent (10%) lower and/or higher than the System based on middle appraisal, the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the low and/or high appraisal shall be borne disregarded. If only one appraisal is disregarded, the remaining two appraisals shall be added together and their total divided by the Parties equally. Upon purchase of the System, Lessee will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor shall have no further liabilities or obligations hereunder.two (2).The resulting

Determination of Fair Market Value. “Fair Market Value” means, in LessorSeller’s reasonable determination, the greater of: (i) the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___[ ] percent ([__[ ]%])) of all associated future income streams expected to be received by Lessor Seller arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and 3 Up to two option dates can be offered during the term, but for tax reasons, the first can be no earlier than the end of the sixth Contract Year. factoring in future costs and expenses associated with the System avoided]. Lessor Seller shall determine Fair Market Value within thirty (30) days after Lessee Purchaser has exercised its option to Purchase the System. Lessor Seller shall give written notice to Lessee Purchaser of such determination, along with a full explanation of the calculation of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee Purchaser reasonably objects to LessorSeller’s determination of Fair Market Value within thirty (30) days after Lessor Seller has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee Purchaser will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor Seller shall have no further liabilities or obligations hereunder.

Determination of Fair Market Value. “Fair Market Value” means, in Lessor’s reasonable determination(a) In the event that a determination of the fair market value of Non-Cash Consideration is required pursuant to the Right of First Refusal or the Charter Right of First Refusal, the greater of: (i) Selling Stockholder or Charter, as appropriate, shall specify in the amount that would applicable Offer Notice its good faith estimate of the fair market value of any Non-Cash Consideration to be paid in an arm’s length, free connection with the proposed transfer. If a majority of the disinterested members of Board of Directors agrees with the estimated fair market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither value of whom is under compulsion to complete the transaction, taking into account, among other thingssuch Non-Cash Consideration, the age, condition and performance of the System and advances in solar technology, provided that installed equipment estimate shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___] percent ([__]%])) of all associated future income streams expected deemed to be received by Lessor arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor shall determine Fair Market Value thereof for purposes of this Agreement. If the Board of Directors does not agree with the estimated fair market value, the Board of Directors shall, within thirty (30) days after Lessee has exercised its option to Purchase the System. Lessor shall give written notice to Lessee 10 Business Days of such determination, along with a full explanation receipt of the calculation of Fair Market ValueOffer Notice, including without limitationdeliver to the Selling Stockholder or Charter, an explanation of all assumptionsas appropriate, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee reasonably objects to Lessor’s determination of Fair Market Value within thirty (30) days after Lessor has provided written notice of its disagreement and shall, for a period of 10 Business Days after delivering such determinationnotice, negotiate with the Selling Stockholder or Charter, as appropriate, for the purpose of determining the fair market value of the Non-Cash Consideration that is acceptable to the Board of Directors and the Selling Stockholder or Charter, as appropriate. If the Board of Directors and the Selling Stockholder or Charter, as appropriate, are unable to agree on a fair market value during the aforementioned negotiation period, the Parties Corporation and the Selling Stockholder or Charter, as appropriate, shall select appoint a nationally mutually agreeable appraiser of recognized independent standing with respect to the nature of the property constituting the Non-Cash Consideration to complete an appraisal of the property constituting the Non-Cash Consideration. Such appraiser with experience shall render a binding and expertise in the solar photovoltaic industry to determine non-appealable appraisal of the Fair Market Value of the Systemproperty constituting the Non-Cash Consideration within 10 Business Days of such appraiser's appointment or, if it is not reasonably possible to complete such appraisal in such time period, such longer period as shall be reasonably necessary to complete such appraisal (not to exceed 30 Business Days). The Corporation and the Selling Stockholder or Charter, as appropriate, each shall bear one-half of the costs of such appraisal. (b) In the event that a determination of the fair market value of Non-Cash Consideration is required pursuant to the Preemptive Right, the Corporation shall specify in the applicable Preemptive Notice its good faith estimate of the fair market value of any Non-Cash Consideration to be paid in connection with the applicable Preemptive Notice. If Charter agrees with the estimated fair market value of such Non-Cash Consideration, the estimate shall be deemed to be the Fair Market Value thereof for purposes of this Agreement. If Charter does not agree with the estimated fair market value, Charter shall, within 10 Business Days of receipt of the Preemptive Notice, deliver to the Corporation written notice of its disagreement and shall, for a period of 10 Business Days after delivering such notice, negotiate with the Corporation for the purpose of determining the fair market value of the Non-Cash Consideration that is acceptable to Charter and the Corporation. If Charter and the Corporation are unable to agree on a fair market value during the aforementioned negotiation period, Charter and the Corporation shall appoint a mutually agreeable appraiser of recognized standing with respect to the nature of the property constituting the Non-Cash Consideration to complete an appraisal of the property constituting the Non-Cash Consideration. Such appraiser shall act reasonably render a binding and in good faith to determine non-appealable appraisal of the Fair Market Value of the System based property constituting the Non-Cash Consideration within 10 Business Days of such appraiser's appointment or, if it is not reasonably possible to complete such appraisal in such time period, such longer period as shall be reasonably necessary to complete such appraisal (not to exceed 30 Business Days). Charter and the Corporation each shall bear one-half of the costs of such appraisal, except that Charter shall pay all the costs of such appraisal if Charter exercises its revocation right provided by the last sentence of Section 6.3(a). (c) In the event that a determination of the fair market value of shares of Common Stock is required in connection with an exercise by Charter of the Charter Mandatory Call, Charter shall specify in the applicable Mandatory Call Notice its good faith estimate of the fair market value of the Common Stock subject to the Charter Mandatory Call. If the Stockholders (other than Charter) agree with the estimated fair market value of such Common Stock, the estimate shall be deemed to be the Fair Market Value thereof for purposes of this Agreement. If the Stockholders (other than Charter) do not agree with the estimated fair market value, such Stockholders shall, within 10 Business Days of receipt of the Mandatory Call Notice, deliver to Charter written notice of their disagreement and shall, for a period of 10 Business Days after delivering such notice, negotiate with Charter for the purpose of determining the fair market value of such Common Stock that is acceptable to Charter and such Stockholders. If Charter and such Stockholders are unable to agree on a fair market value during the aforementioned negotiation period, Charter and such Stockholders shall appoint a mutually agreeable appraiser of recognized standing with respect to the valuation of equity interests of companies engaged in a business similar to the Business to complete an appraisal of the Common Stock subject to the Charter Mandatory Call (assuming, for purposes of such valuation, a change in control of 100% of the Corporation). Such appraiser shall render a binding and non-appealable appraisal of the Fair Market Value of the Common Stock subject to the Charter Mandatory Call within 20 Business Days of such appraiser's appointment or, if it is not reasonably possible to complete such appraisal in such time period, such longer period as shall be reasonably necessary to complete such appraisal (not to exceed 40 Business Days). Charter and such Stockholders (acting as a group on the formulation set forth herein, basis of the number of shares of Common Stock owned by each such Stockholder and shall set forth such determination in a written opinion delivered subject to the PartiesCharter Mandatory Call) each shall bear one-half of the costs of such appraisal. The valuation provisions of this subsection (c) of Section 7.3 shall also apply in the event that such an appraisal is required in connection with the Charter Option. Determinations by Stockholders under this Section 7.3(c) shall be made by the appraiser shall be binding upon affirmative vote of Stockholders holding shares of Common Stock subject to the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor shall have no further liabilities or obligations hereunderCharter Mandatory Call.

Determination of Fair Market Value. “Fair Market Value” means, in LessorSeller’s reasonable determination, the greater of: (i) the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___] five percent ([__]5 %])) of all associated future income streams expected to be received by Lessor Seller arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, Environmental Incentives, RECs and Tax Credits and factoring in future costs and expenses associated with the System avoided]avoided costs. Lessor Seller shall determine Fair Market Value within thirty (30) days after Lessee Purchaser has exercised its option to Purchase the System. Lessor Seller shall give written notice to Lessee Purchaser of such determination, along with a full explanation of the calculation of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee Purchaser reasonably objects to LessorSeller’s determination of Fair Market Value within thirty (30) days after Lessor Seller has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, herein and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee Purchaser will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor Seller shall have no further liabilities or obligations hereunder. Alternatively, the parties may agree on a stipulated fair market value (FMV) in advance of any purchase option date, conducting and determining these terms stipulated in compliance with federal and state laws, and also meeting all the requirements outlined in the Exhibits and Articles that define this Agreement.

Determination of Fair Market Value. “(a) Whenever a determination of Fair Market Value is required pursuant to any provision of this Lease, such Fair Market Value shall be determined in accordance with the procedures set forth in this Section 20. (b) For purposes of this Lease, "Fair Market Value” means, in Lessor’s reasonable determination, " means the greater of: sum of (i) the amount Discounted Present Value (as hereinafter defined) of all Annual Base Rent that would be paid have accrued hereunder for the then-remaining maximum permitted Term of this Lease (assuming for purposes of this calculation that (A) Lessee exercises all available Renewal Options hereunder and (B) Annual Base Rent is increased over the then-remaining Term (including all Renewal Terms) pursuant to Section 4.1 above at a rate equal to the average annual percentage increase in Annual Base Rent for the ten (10) year period immediately prior to Closing (but in no event to exceed a per annum rate of three and one-half percent (3.5%)), compounded on an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other thingsannual basis (collectively, the age, condition and performance of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation"Discounted Rent Value"), and (ii) [for the value of Lessor's reversionary interest in the Improvements, assuming that Lessee exercises all available Renewal Options hereunder (the "Reversionary Value"); provided, however, that in no event shall the Reversionary Value exceed the Maximum Reversion Value. Fair Market Value shall not take into account the effect of any given Contract YearCasualty as to which restoration of the Improvements has not been completed. For purposes of this Section 20(b), "Discounted Present Value" of the amount set forth on Exhibit 4, Attachment A attached hereto] [amounts due under clause (i) above means the present value (of such amounts as calculated by Lessor using a discount rate equal to the Treasury Rate plus the Relevant Spread, and the "Treasury Rate" shall be determined by Lessor and shall mean the annualized yield to maturity on securities issued by the United States Treasury having a maturity closest to the final day of [___] percent the Term ([__]%])) assuming the exercise by Lessee of all associated future income streams expected available Renewal options), but in no event to be received by Lessor arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor shall determine Fair Market Value within exceed thirty (30) days after Lessee has exercised its option years, which yield shall be that established as of the close of business on the Business Day immediately prior to Purchase the System. Lessor shall give written notice to Lessee date calculation of such determinationrate is required hereunder, along with as published in the Wall Street Journal (or a full explanation comparable publication selected by Lessor if the Wall Street Journal ceases publication of such yield). If more than one United States Treasury security matures on the final day of the calculation of Fair Market ValueTerm (or, including without limitationif earlier, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee reasonably objects to Lessor’s determination of Fair Market Value within the date that is thirty (30) days years after the date Lessor has provided written notice of such determinationreceives the Termination Notice or the Purchase Notice, as applicable), the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser Treasury Rate shall be binding upon the Parties in the absence of fraud or manifest erroraverage yield to maturity on all securities maturing on such day. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor shall have no further liabilities or obligations hereunder.If there are Treasury securities having maturities 105 EXHIBIT 10.27

Determination of Fair Market Value. “Fair Market Value” means, in LessorSeller’s reasonable determination, the greater of: (i) the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and or (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the ii)the present value (using a discount rate of [___] percent ([__]%])) of all associated future income streams expected to be received by Lessor Seller arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]Agreement). Lessor Seller shall determine Fair Market Value within thirty (30) days after Lessee Purchaser has exercised its option to Purchase the System. Lessor Seller shall give written notice to Lessee Purchaser of such determination, along with a full explanation of the calculation of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee Purchaser reasonably objects to LessorSeller’s determination of Fair Market Value within thirty (30) days after Lessor Seller has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, herein and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee Purchaser will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor Seller shall have no further liabilities or obligations hereunder.

Determination of Fair Market Value. “Fair Market Value” means, in LessorSeller’s reasonable determination, the greater of: (i) the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___] percent ([__]4.5%])) of all associated future income streams expected to be received by Lessor Seller arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor Seller shall determine Fair Market Value within thirty (30) days after Lessee Purchaser has exercised its option to Purchase the System. Lessor Seller shall give written notice to Lessee Purchaser of such determination, along with a full explanation of the calculation of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee Purchaser reasonably objects to LessorSeller’s determination of Fair Market Value within thirty (30) days after Lessor Seller has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience 2 Up to two option dates can be offered during the term, but for tax reasons, the first can be no earlier than the end of the sixth Contract Year. and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee Purchaser will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor Seller shall have no further liabilities or obligations hereunder.

Determination of Fair Market Value. “(a) In connection with any repurchase by the Company of Executive Shares for Fair Market Value” means, in Lessor’s reasonable determinationValue pursuant to a Repurchase Option, the greater of: Company shall provide the applicable Executive's estate with written notice of the Board's determination of such Fair Market Value (a "Board Valuation Notice") on the same day that the Company delivers the applicable Repurchase Notice. In connection with any repurchase by the Company of Executive Shares for Fair Market Value pursuant to any Put Right, the Company shall provide the applicable Executive's estate or the applicable Executive, as applicable, with written notice of the Board's determination of such Fair Market Value (also, a "Board Valuation Notice") no later than sixty (60) days after the date of the Company's receipt of the applicable Put Notice. At any time prior to the date sixty (60) days after such Executive's estate or such Executive, as applicable, receives such Board Valuation Notice, such Executive's estate or such Executive, as applicable, may elect, by delivery of written notice to the Company, to dispute the Board's determination of such Fair Market Value and cause a Valuation Procedure (as herein defined) (a "Dispute Notice"). If such Executive's estate or such Executive, as (b) For purposes of this Section 15, the term "Independent Financial Expert" shall mean a nationally recognized investment banking firm (i) that does not (and whose directors, officers, employees and Affiliates do not) have a direct or indirect material financial interest in the amount that would be paid in an arm’s lengthCompany, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Yearthat has not been, and, at the amount set forth on Exhibit 4time it is called upon to serve as an Independent Financial Expert under this Agreement is not (and none of whose directors, Attachment A attached hereto] [the present value (using officers, employees or Affiliates is) a discount rate of [___] percent ([__]%])) of all associated future income streams expected to be received by Lessor arising from the operation promoter, director or officer of the System for the remaining term of the Agreement including but not limited Company and (iii) that is otherwise qualified to the expected price of electricity, Environmental Attributes, serve as an independent financial advisor. Any such Person may receive customary compensation and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor shall determine Fair Market Value within thirty (30) days after Lessee has exercised its option to Purchase the System. Lessor shall give written notice to Lessee of such determination, along with a full explanation of the calculation of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee reasonably objects to Lessor’s determination of Fair Market Value within thirty (30) days after Lessor has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made indemnification by the appraiser shall be binding upon the Parties in the absence of fraud Company for opinions or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor shall have no further liabilities or obligations hereunderservices it provides as an Independent Financial Expert.

Determination of Fair Market Value. “Fair Market Value” means, in Lessor’s reasonable determination, the greater of: (i) means the amount that would be paid for the System including the equipment and materials that comprises the System in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and condition, but it shall be valued as a purchase of such equipment on an as-is, where-is basis, with no warranties (other than applicable equipment manufacturer’s warranties). The avoided costs of removal from a the current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___] percent ([__]%])) of all associated future income streams expected valuation unless Seller has an unsatisfied legal obligation to be received by Lessor arising from the operation of remove the System for the remaining term at such time. Seller shall make a reasonable determination of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor shall determine Fair Market Value within thirty (30) days after Lessee Purchaser has exercised given notice to exercise its option to Purchase the System. Lessor Seller shall give written notice to Lessee Purchaser of such determination, along with a full explanation of the calculation of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee Purchaser reasonably objects to LessorSeller’s determination of Fair Market Value within thirty (30) days after Lessor Seller has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The greater of the valuation made by the appraiser or the appropriate value shown in the Buyout Schedule in Exhibit 1 shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor shall have no further liabilities or obligations hereunder.

Determination of Fair Market Value. “Fair Market Value” means, in LessorSeller’s reasonable determination, the greater of: (i) the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate reasonably agreed by Customer and Seller as of [___] percent ([__]%])the date of determination of net present value, which shall take into account the Customer’s cost of capital and the Seller’s internal rate of return on the System, as of the determination date) of all associated future income streams expected to be received by Lessor Seller arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Environmental and Tax Credits Benefits, and factoring in future costs and expenses associated with the System avoided]. Lessor Seller shall determine Fair Market Value within thirty (30) days after Lessee Customer has exercised its option to Purchase the System. Lessor Seller shall give written notice to Lessee Customer of such determination, along with a full explanation of the calculation of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee Customer reasonably objects to LessorSeller’s determination of Fair Market Value within thirty (30) days after Lessor Seller has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee Customer will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor Seller shall have no further liabilities or obligations hereunder.

Determination of Fair Market Value. “For purposes of this Section 5, the term "Fair Market Value” means" of any of the Company's equity securities shall mean, as of any date, a proportionate interest in the fair value of all of the Company's equity securities determined as of the applicable date on the basis of a sale of all of the Company's equity securities in an arms length private sale between a willing buyer and a willing seller, neither acting under compulsion (or, in Lessor’s the case of an option, the fair value of the shares of capital stock that may then be purchased upon exercise thereof minus the exercise price applicable thereto), as initially determined by the Board in its reasonable good faith judgment (which determination shall take into account all relevant factors determinative of value but without any discount for lack of liquidity, minority status or absence of control); provided, that, in the event that the Executive reasonably disagrees with such determination, the greater of: (i) the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, provided that installed equipment Executive shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___] percent ([__]%])) of all associated future income streams expected to be received by Lessor arising from the operation of the System for the remaining term of the Agreement including but not limited deliver to the expected price Board a written notice of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor shall determine Fair Market Value objection within thirty (30) ten days after Lessee has exercised the Board notifies the Executive of its option to Purchase the System. Lessor shall give written notice to Lessee of such determination, along with a full explanation of the calculation determination of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation the Board and factual support for such assumptions, figures and values. If Lessee reasonably objects to Lessor’s determination of Fair Market Value within thirty (30) days after Lessor has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and Executive will negotiate in good faith to determine agree on such Fair Market Value. If such agreement is not reached within 30 days after the Executive's written notice of objection, Fair Market Value shall be determined by an investment banker jointly selected by the Board and the Executive, which investment banker shall submit to the Board and the Executive a report within 30 days of the System based on the formulation set forth herein, and shall set its engagement setting forth such determination (which determination shall take into account all relevant factors determinative of value but without any discount for lack of liquidity, minority status or absence of control). If the parties are unable to agree on an investment banker within 45 days after the Executive's written notice of objection, the investment banker shall be a nationally recognized investment banking firm selected jointly by the investment banker that was proposed by the Board and the investment banker that was proposed by the Executive. The expenses of such investment banker shall be allocated between the Company and the Executive so that the Executive's share of such expenses shall be in a written opinion delivered the same proportion that the aggregate amount of the amount disputed by the Executive that is unsuccessfully disputed bears to the Partiestotal amount of the amount originally disputed by the Executive and the Company shall bear the balance of such expenses. The valuation made by the appraiser determination of such investment banker as to Fair Market Value shall be final and binding upon the Parties in Company and the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor shall have no further liabilities or obligations hereunderExecutive.

Determination of Fair Market Value. “Fair Market Value” means, in LessorSeller’s reasonable determination, the greater of: (i) the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___] percent ([__]%])) of all associated future income streams expected to be received by Lessor arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor Seller shall determine Fair Market Value within thirty (30) days after Lessee Purchaser has exercised its option to Purchase the System. Lessor Seller shall give written notice to Lessee Purchaser of such determination, along with a full explanation of the calculation of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee Purchaser reasonably objects to LessorSeller’s determination of Fair Market Value within thirty (30) days after Lessor Seller has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee Purchaser will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, this Agreement shall terminate, and Lessor Seller shall have no further liabilities or obligations hereunder.

Determination of Fair Market Value. “Fair Market Value” means, in Lessor’s reasonable determination, the greater of: (ia) the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither Landlord shall notify Tenant of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance its determination of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___] percent ([__]%])) of all associated future income streams expected to be received by Lessor arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor shall determine Fair Market Value within ten (10) business days of receipt of Tenant’s Notice to Exercise Option. If Tenant disagrees with Landlord’s determination of the Fair Market Value, Landlord and Tenant shall confer for a period of thirty (30) days in an attempt to agree on the Fair Market Value. (b) In the event Landlord and Tenant fail to reach an agreement on the Fair Market Value within such thirty (30) day period, then the Fair Market Value of Base Rent for the Option Term(s) shall be determined as follows: (1) Within five (5) days after the expiration of the thirty (30) day period described above, Landlord and Tenant shall mutually agree upon an MAI appraiser with at least ten (10) years experience in the market in which the Premises is located. If the parties are unable to agree upon the appraiser, the appraiser shall be appointed by the American Arbitration Association’s offices located in Seattle, Washington. (2) Within twenty (20) days after selection of the appraiser, each party shall submit its final proposed Fair Market Value to the appraiser. Within thirty (30) days after Lessee has exercised its option to Purchase appointment, the System. Lessor appraiser shall give written notice to Lessee of such determination, along with a full explanation determine which of the calculation of proposals submitted by the parties shall be the Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation that choice by the arbitrator shall be binding upon Landlord and factual support for such assumptions, figures and values. Tenant. (3) If Lessee reasonably objects to Lessor’s determination of Fair Market Value within thirty (30) days after Lessor has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value has not been determined on or before the commencement of the System. Such appraiser Option Term, Tenant shall act reasonably pay Monthly Base Rent at the rate Tenant is paying for the Premises based on the prior month, and in good faith to determine Tenant and Landlord shall make any necessary adjusting payments when the Fair Market Value is determined. The parties shall share the cost of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor shall have no further liabilities or obligations hereunder.

Determination of Fair Market Value. “For purposes of this Section 5, the term "Fair Market Value” means" of any of the Company's equity securities shall mean, as of any date, a proportionate interest in the fair value of all of the Company's equity securities determined as of the applicable date on the basis of a sale of all of the Company's equity securities in an arms length private sale between a willing buyer and a willing seller, neither acting under compulsion (or, in Lessor’s the case of an option, the fair value of the shares of capital stock that may then be purchased upon exercise thereof minus the exercise price applicable thereto), as initially determined by the Board in its reasonable good faith judgment (which determination shall take into account all relevant factors determinative of value but without any discount for lack of liquidity, minority status or absence of control), provided that in the event that the Executive reasonably disagrees with such determination, the greater of: (i) the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, provided that installed equipment Executive shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___] percent ([__]%])) of all associated future income streams expected to be received by Lessor arising from the operation of the System for the remaining term of the Agreement including but not limited deliver to the expected price Board a written notice of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor shall determine Fair Market Value objection within thirty (30) ten days after Lessee has exercised the Board notifies the Executive of its option to Purchase the System. Lessor shall give written notice to Lessee of such determination, along with a full explanation of the calculation determination of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation the Board and factual support for such assumptions, figures and values. If Lessee reasonably objects to Lessor’s determination of Fair Market Value within thirty (30) days after Lessor has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and Executive will negotiate in good faith to determine agree on such Fair Market Value. If such agreement is not reached within 30 days after the Executive's written notice of objection, Fair Market Value shall be determined by an investment banker jointly selected by the Board and the Executive, which investment banker shall submit to the Board and the Executive a report within 30 days of the System based on the formulation set forth herein, and shall set its engagement setting forth such determination (which determination shall take into account all relevant factors determinative of value but without any discount for lack of liquidity, minority status or absence of control). If the parties are unable to agree on an investment banker within 45 days after the Executive's written notice of objection, the investment banker shall be a nationally recognized investment banking firm selected jointly by the investment banker that was proposed by the Board and the investment banker that was proposed by the Executive . The expenses of such investment banker shall be allocated between the Company and the Executive so that the Executive's share of such expenses shall be in a written opinion delivered the same proportion that the aggregate amount of the amount disputed by the Executive that is unsuccessfully disputed bears to the Partiestotal amount of the amount originally disputed by the Executive and the Company shall bear the balance of such expenses. The valuation made by the appraiser determination of such investment banker as to Fair Market Value shall be final and binding upon the Parties in Company and the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor shall have no further liabilities or obligations hereunderExecutive.

Determination of Fair Market Value. “Fair Market Value” means, in Lessor’s reasonable determination, means the greater of: (i) the amount price that would be paid in an arm’s length, free market transaction, for in cash, for the Unit between an informed, willing seller and an informed informed, willing buyerbuyer (who is neither a lessee in possession nor a used equipment or scrap dealer), neither of whom is under compulsion to complete the transaction, taking into account, among other things, the ageextent to which the Environmental Attributes and RECs, condition are included in the sale and immediately available to such buyer, the age and performance of the System Unit and advances in solar technology, provided technology and further assuming that installed equipment shall the Unit would be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction removed from the valuation, and (ii) [for any given Contract Year, Premises at the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate date of [___] percent ([__]%])) of all associated future income streams expected to be received by Lessor arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor shall determine Fair Market Value within thirty (30) days after Lessee has exercised its option to Purchase the System. Lessor shall give written notice to Lessee of such determination, along with a full explanation of de-installed, packed, crated and ready for shipment to such buyer, less the calculation of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and valuescost that would be incurred by Buyer to restore the Premises to its pre-existing condition. If Lessee reasonably objects to Lessor’s Buyer requests determination of Fair Market Value within thirty (30) days after Lessor has provided written notice of such determinationby appraisal pursuant to Article 19.16 or Article 19.17, then the Parties shall mutually select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry an Independent Appraiser to determine the Fair Market Value. If the Parties cannot mutually agree on an Independent Appraiser within ten days, then each Party shall select an Independent Appraiser and the Fair Market Value shall equal the average of the Systemtwo valuations. Such appraiser calculation shall be binding upon the Parties in the absence of fraud or manifest error. Each Party shall be responsible for the fees and expenses of its Independent Appraiser. Such Independent Appraiser(s) shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser such Independent Appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The If the Parties mutually agreed on one Independent Appraiser, then each Party shall be responsible for one-half of the fees and expenses of such Independent Appraiser. Notwithstanding anything herein to the contrary, in the event that Buyer exercises its option rights hereunder on more than occasion, then Buyer shall be solely responsible for paying the fees and costs of all Independent Appraisers, regardless if such appraiser is the appraisal shall be borne by Independent Appraiser of Buyer or Seller, for all option exercises other than the Parties equally. Upon first option exercise and the option exercise resulting in Buyer’s purchase of the System, Lessee will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor shall have no further liabilities or obligations hereunderUnit.

Determination of Fair Market Value. “Fair Market Value” means, in Lessor’s reasonable determination, the greater of: (i) the amount that would be paid in an arm’s length, free The fair market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance value of the System and advances in solar technology, provided that installed equipment Premises shall be valued on an installed basis, shall not be valued determined as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from follows: 16.3.1 If the valuation, and (ii) [for any given Contract Year, parties agree upon the amount set forth on Exhibit 4, Attachment A attached hereto] [the present fair market value (using a discount rate of [___] percent ([__]%])) of all associated future income streams expected to be received by Lessor arising from the operation of the System for Premises, then such agreed upon amount shall become the remaining term Purchase Price. 16.3.2 If the parties cannot agree on the fair market value of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits and factoring in future costs and expenses associated with the System avoided]. Lessor shall determine Fair Market Value Premises within thirty (30) days after Lessee has exercised of the date of exercise of the purchase option, then the fair market value of the Premises shall be determined by appraisal as follows: (a) The parties shall each appoint an appraiser to determine the fair market value of the Premises. Tenant shall have the first right to appoint its option to Purchase the System. Lessor shall give appraiser by providing written notice to Lessee Landlord of the name, address and telephone number of the appraiser selected within five (5) days following expiration of such determination, along with a full explanation of the calculation of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee reasonably objects to Lessor’s determination of Fair Market Value within thirty (30) day period. Landlord shall have the right to appoint its appraiser by providing written notice to Tenant of the name, address and telephone number of the appraiser selected by Landlord within ten (10) days following expiration of the five (5) day period provided to Tenant. (b) Failure of either party to appoint an appraiser within the time periods provided herein shall constitute a waiver of that party's right to appoint an appraiser, and the determination of the other party's appraiser, if timely made by such party as provided herein, shall be deemed to be the fair market value of the Premises, notwithstanding any other provision contained herein. Should both parties fail timely to appoint an appraiser, then either party may seek appointment of an appraiser by petitioning the presiding judge of the Circuit Court of Xxxxxxx County, Oregon, and that appointed appraiser's determination of fair market value shall be conclusive on the parties. (c) If two appraisers are appointed in accordance with the foregoing and agree upon the fair market value of the Premises, they shall jointly render a single written report of their opinion of the fair market value of the Premises. If two appraisers are appointed but cannot agree on the fair market value, they shall each render a separate written report setting forth their opinions of the fair market value of the Premises within forty-five (45) days after Lessor has provided written notice the date the last appraiser was appointed. In the event the opinions of such determinationthe two appraisers diverge by ten percent (10%) or less, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value average of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value opinions of value of the System based on two appraisers will be deemed the formulation set forth hereinfair market value of the Premises. In the event the opinions of fair market value shall diverge by more than ten percent (10%), then the two appraisers shall together, within ten (10) days after the end of the forty-five (45) day appraisal period, appoint a third appraiser who shall review the written reports of the initial two appraisers, and shall set forth such determination in issue a written opinion delivered to report selecting one of the Partiesappraisals made as the fair market value of the Premises within fifteen (15) days of the appointment of the third appraiser. The valuation made by In the event a third appraiser shall be appointed, the determination of said third appraiser as to the fair market value of the Premises in accordance with the foregoing shall be binding on the parties. If two appraisers are appointed and cannot agree upon the Parties fair market value of the Premises, and cannot agree upon the appointment of a third appraiser, then the parties may seek appointment of a third appraiser by petitioning the presiding judge of the Circuit Court of Xxxxxxx County, Oregon. 16.3.3 Each appraiser selected or appointed in accordance with the absence foregoing to make a determination of fraud or manifest errorthe fair market value of the Premises shall be MAI certified and shall be licensed by the State of Oregon. The If each party appoints an appraiser, the fees and other costs of the appraisal such appraisers shall be borne solely by the Parties equallyparty appointing such appraiser, and the fees and costs of any third appraiser appointed by such appraisers shall be borne equally by both parties. Upon purchase Should only one appraiser be appointed, whether by a party hereto or by the presiding judge of the SystemCircuit Court of Xxxxxxx County, Lessee will assume complete responsibility for Oregon, the operation fees and maintenance costs of the System and liability for the performance of the System, and Lessor such appraiser shall have no further liabilities or obligations hereunderbe borne equally by both parties.

Determination of Fair Market Value. “Fair Market Value” means, in LessorSeller’s reasonable determination, the greater of: (i) the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, and (ii) [for any given Contract Year, the amount set forth on Exhibit 4, Attachment A attached hereto] [the present value (using a discount rate of [___] percent ([__]%])) of all associated future income streams expected to be received by Lessor Seller arising from the operation of the System for the remaining term of the Agreement including but not limited to the expected price of electricity, Environmental Attributes, and Tax Credits Attributes and factoring in future costs and expenses associated with the System avoided]. Lessor Seller shall determine Fair Market Value within thirty (30) days after Lessee Purchaser has exercised its option to Purchase the System. Lessor Seller shall give written notice to Lessee Purchaser of such determination, along with a full explanation of the calculation of Fair Market Value, including without limitation, an explanation of all assumptions, figures and values used in such calculation and factual support for such assumptions, figures and values. If Lessee Purchaser reasonably objects to LessorSeller’s determination of Fair Market Value within thirty (30) days after Lessor Seller has provided written notice of such determination, the Parties shall select a nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Lessee Purchaser will assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Lessor Seller shall have no further liabilities or obligations hereunder.