Common use of Determination of Fair Value; Appraisal Clause in Contracts

Determination of Fair Value; Appraisal. The Fair Value of the Put/Call Units shall be as of the applicable Put/Call Date, which shall be determined by agreement between Leucadia, on the one hand, and the Put/Call Member(s) on the other hand, and shall be determined within twenty (20) Business Days after the delivery of the Put Notice or Call Notice, as the case may be. If Leucadia and the Put/Call Member(s) are unable to agree on the Fair Value of the Put/Call Units as of the applicable Put/Call Date within such period, the Put/Call Member(s) as a group on the one hand and Leucadia on the other hand will each designate an appraiser to determine the Fair Value of the Put/Call Units as of the applicable Put/Call Date, such appraisals to be delivered no later than forty-five (45) Business Days after the delivery of the Put Notice or Call Notice, as the case may be. If the lower of the two initial appraisals is equal to or greater than 90% of the higher of the two initial determinations, the Fair Value of the Put/Call Units shall be the average of the two determinations. If the lower of the two initial appraisals is less than 90% of the higher of the initial appraisals with respect to any Put/Call Units, Leucadia and the Put/Call Member(s) shall attempt in good faith for a period of ten (10) Business Days following the later of the dates on which the two initial appraisals were delivered to determine a mutually acceptable Fair Value of the Put/Call Units. If an agreement is not reached during such period, Leucadia and the Put/Call Member(s) shall promptly (but in any event within five (5) Business Days after the completion of such ten Business Day period) direct the appraisers to designate a third appraiser to determine, within ten Business Days after such designation, which appraisal of the Fair Value of such Put/Call Units by the initial two appraisers is the more accurate appraisal of Fair Value of such Put/Call Units in the sole discretion of such third appraiser (who shall be limited to choosing one of the two initial determinations of Fair Value of the Put/Call Units). The determination of Fair Value by such third appraiser shall be final and binding on all parties. Each party shall pay the cost of its initially appointed

Determination of Fair Value; Appraisal. (a) The Fair Value of the Put/Call Units shall be as of the applicable Put/Call Date, which shall be determined by agreement between LeucadiaNBM, on the one hand, and the Put/Call Member(s) on the other hand, and shall if such agreement can be determined reached within twenty (20) ten Business Days after the delivery of the Put Notice or Call Notice, as the case may be. . (b) If Leucadia NBM and the Put/Call Member(s) are unable to agree on the Fair Value of the Put/Call Units as of the applicable Put/Call Date within such period, the Put/NBM and Jefferies or, if (i) USPB is a Putting Member or a Call Member(sMember and (ii) as Jefferies is not a group on the one hand and Leucadia on the other hand Putting Member, USPB will each designate an appraiser investment bank from the list of advisors identified in the letter agreement, dated as of June 5, 2018, among NBM and the Minority Members (each, a “Valuator”) to determine their estimate of the Fair Value of the Put/Call Units as of the applicable Put/Call Date, such appraisals estimate of Fair Value to be delivered by each Valuator no later than forty-five (45) 30 Business Days after such Valuator’s engagement. (i) If the delivery higher of the Put Notice estimated Fair Values as determined by the Valuators is equal to or Call Notice, as the case may be. If less than 110% of the lower of the two initial appraisals is estimated Fair Values as determined by the Valuators, then the Fair Value shall be finally determined to be equal to or greater than 90% of (i) (x) the higher estimate plus (y) the lower estimate divided by (ii) two. (ii) If the higher of the two initial determinationsestimated Fair Values as determined by the Valuators is greater than 110% of the lower of the estimated Fair Values as determined by the Valuators, then Jefferies shall select a third advisor from a list of five advisors (excluding the Valuators) to be selected by NBM from the list of advisors identified in the letter agreement, dated as of June 5, 2018, among NBM and the Minority Members (the “Resolving Firm”). (iii) The Resolving Firm shall determine its estimate of the Fair Value of the Put/Call Units shall be the average as of the two determinations. If the lower of the two initial appraisals is less than 90% of the higher of the initial appraisals with respect to any applicable Put/Call UnitsDate, Leucadia and the Put/Call Member(s) shall attempt in good faith for a period such estimate of ten (10) Business Days following the later of the dates on which the two initial appraisals were delivered to determine a mutually acceptable Fair Value of to be delivered by the Put/Call Units. If an agreement is not reached during such period, Leucadia and the Put/Call Member(s) shall promptly (but in any event within five (5) Business Days after the completion of such ten Business Day period) direct the appraisers to designate a third appraiser to determine, within ten Resolving Firm each advisor no later than 30 Business Days after such designationResolving Firm’s engagement. (iv) If the Resolving Firm’s estimate of Fair Value is equal to or between the estimate of Fair Values made by the initial two Valuators, which appraisal then the Resolving Firm’s estimate of the Fair Value shall be the finally determined Fair Value. (v) If the Resolving Firm’s estimate of such Put/Call Units Fair Value is not between the estimate of Fair Values made by the initial two appraisers is Valuators, then the more accurate appraisal finally determined Fair Value shall be equal to (1) (x) the Resolving Firm’s estimate of Fair Value of such Put/Call Units in plus (y) the sole discretion of such third appraiser (who shall be limited to choosing one of the two initial determinations of Fair Value of the Put/Call Units). The determination estimate of Fair Value by such third appraiser the initial Valuator who was closest to the estimate of Fair Value by the Resolving Firm divided by two. (c) The determination of estimated Fair Value by the Valuators and/or Resolving Firm shall be final and binding on all parties. Each party In making their determination, each of the Valuators and the Resolving Firm shall pay rely solely on written submissions made by NBM and any Put/Call Member(s). The “Fair Value” with respect to a Unit shall be the cost fair market value of its initially appointeda Unit, determined on the basis of the aggregate equity value of the Company, valuing such Unit as a proportionate interest in a going concern, but without discount for marketability, lack of liquidity, minority status or otherwise. The Fair Value shall not take into account the value of the Company or NBM’s Interests, in each case, reflected on NBM’s books and records or financial statements, nor shall it take into account any synergies resulting from exercise of a Put.

Determination of Fair Value; Appraisal. The Fair Value of the Put/Call Units shall be as of the applicable Put/Call Date, which shall be determined by agreement between Leucadia, on the one hand, and the Put/Call Member(s) on the other hand, and shall be determined within twenty (20) Business Days after the delivery of the Put Notice or Call Notice, as the case may be. If Leucadia and the Put/Call Member(s) are unable to agree on the Fair Value of the Put/Call Units as of the applicable Put/Call Date within such period, the Put/Call Member(s) as a group on the one hand and Leucadia on the other hand will each designate an appraiser to determine the Fair Value of the Put/Call Units as of the applicable Put/Call Date, such appraisals to be delivered no later than forty-five (45) Business Days after the delivery of the Put Notice or Call Notice, as the case may be. If the lower of the two initial appraisals is equal to or greater than 90% of the higher of the two initial determinations, the Fair Value of the Put/Call Units shall be the average of the two determinations. If the lower of the two initial appraisals is less than 90% of the higher of the initial appraisals with respect to any Put/Call Units, Leucadia and the Put/Call Member(s) shall attempt in good faith for a period of ten (10) Business Days following the later of the dates on which the two initial appraisals were delivered to determine a mutually acceptable Fair Value of the Put/Call Units. If an agreement is not reached during such period, Leucadia and the Put/Call Member(s) shall promptly (but in any event within five (5) Business Days after the completion of such ten Business Day period) direct the appraisers to designate a third appraiser to determine, within ten Business Days after such designation, which appraisal of the Fair Value of such Put/Call Units by the initial two appraisers is the more accurate appraisal of Fair Value of such Put/Call Units in the sole discretion of such third appraiser (who shall be limited to choosing one of the two initial determinations of Fair Value of the Put/Call Units). The determination of Fair Value by such third appraiser shall be final and binding on all parties. Each party shall pay the cost of its initially appointedappointed appraiser, and if a third appraiser is necessary, the appraisal costs of the third appraiser shall be shared equally by the Put/Call Member(s) (pro rata in accordance with the number of Put/Call Units), on the one hand, and Leucadia, on the other hand. The “Fair Value” with respect to a Unit shall be the fair market value of a Unit, determined on the basis of the aggregate equity value of the Company, valuing such Unit as a proportionate interest in a going concern with reference to the relative economic rights and preferences of each Unit as set forth in Article 5, but without discount for marketability, lack of liquidity, minority status or otherwise. The Fair Value shall not take into account the value of the Company or Leucadia’s Interests, in each case, reflected on Leucadia’s books and records or financial statements.

Determination of Fair Value; Appraisal. (a) The Fair Value of the Put/Call Units shall be as of the applicable Put/Call Date, which shall be determined by agreement between LeucadiaNBM, on the one hand, and the Put/Call Member(s) on the other hand, and shall if such agreement can be determined reached within twenty (20) ten Business Days after the delivery of the Put Notice or Call Notice, as the case may be. . (b) If Leucadia NBM and the Put/Call Member(s) are unable to agree on the Fair Value of the Put/Call Units as of the applicable Put/Call Date within such period, the Put/NBM and Jefferies or, if (i) USPB is a Putting Member or a Call Member(sMember and (ii) as Jefferies is not a group on the one hand and Leucadia on the other hand Putting Member, USPB will each designate an appraiser investment bank from the list of advisors identified in the letter agreement, dated as of June 5, 2018, among NBM and the Minority Members (each, a "Valuator") to determine their estimate of the Fair Value of the Put/Call Units as of the applicable Put/Call Date, such appraisals estimate of Fair Value to be delivered by each Valuator no later than forty-five (45) 30 Business Days after such Valuator's engagement. (i) If the delivery higher of the Put Notice estimated Fair Values as determined by the Valuators is equal to or Call Notice, as the case may be. If less than 110% of the lower of the two initial appraisals is estimated Fair Values as determined by the Valuators, then the Fair Value shall be finally determined to be equal to or greater than 90% of (i) (x) the higher estimate plus (y) the lower estimate divided by (ii) two. (ii) If the higher of the two initial determinationsestimated Fair Values as determined by the Valuators is greater than 110% of the lower of the estimated Fair Values as determined by the Valuators, then Jefferies shall select a third advisor from a list of five advisors (excluding the Valuators) to be selected by NBM from the list of advisors identified in the letter agreement, dated as of June 5, 2018, among NBM and the Minority Members (the "Resolving Firm"). (iii) The Resolving Firm shall determine its estimate of the Fair Value of the Put/Call Units shall be the average as of the two determinations. If the lower of the two initial appraisals is less than 90% of the higher of the initial appraisals with respect to any applicable Put/Call UnitsDate, Leucadia and the Put/Call Member(s) shall attempt in good faith for a period such estimate of ten (10) Business Days following the later of the dates on which the two initial appraisals were delivered to determine a mutually acceptable Fair Value of to be delivered by the Put/Call Units. If an agreement is not reached during such period, Leucadia and the Put/Call Member(s) shall promptly (but in any event within five (5) Business Days after the completion of such ten Business Day period) direct the appraisers to designate a third appraiser to determine, within ten Resolving Firm each advisor no later than 30 Business Days after such designationResolving Firm's engagement. (iv) If the Resolving Firm's estimate of Fair Value is equal to or between the estimate of Fair Values made by the initial two Valuators, which appraisal then the Resolving Firm's estimate of the Fair Value shall be the finally determined Fair Value. (v) If the Resolving Firm's estimate of such Put/Call Units Fair Value is not between the estimate of Fair Values made by the initial two appraisers is Valuators, then the more accurate appraisal finally determined Fair Value shall be equal to (1) (x) the Resolving Firm's estimate of Fair Value of such Put/Call Units in plus (y) the sole discretion of such third appraiser (who shall be limited to choosing one of the two initial determinations of Fair Value of the Put/Call Units). The determination estimate of Fair Value by such third appraiser the initial Valuator who was closest to the estimate of Fair Value by the Resolving Firm divided by two. (c) The determination of estimated Fair Value by the Valuators and/or Resolving Firm shall be final and binding on all parties. Each party In making their determination, each of the Valuators and the Resolving Firm shall rely solely on written submissions made by NBM and any Put/Call Member(s). The "Fair Value" with respect to a Unit shall be the fair market value of a Unit, determined on the basis of the aggregate equity value of the Company, valuing such Unit as a proportionate interest in a going concern, but without discount for marketability, lack of liquidity, minority status or otherwise. The Fair Value shall not take into account the value of the Company or NBM's Interests, in each case, reflected on NBM's books and records or financial statements, nor shall it take into account any synergies resulting from exercise of a Put. (d) NBM shall pay the cost of the Valuator it appoints, and (i) Jefferies, if Jefferies is a Put Member, or (ii) USPB, if USPB designates a Valuator pursuant to Section 12.5.3(b), as applicable, shall pay for the other Valuator (provided that if (A) (1) Jefferies shall not be a Put Member or (2) the Fair Value is being calculated with respect to the Call Units, and (B) USPB is not designating a Valuator pursuant to Section 12.5.3(b), then the Company shall pay for the second Valuator). The Resolving Firm, if needed, shall be paid by the Company. (e) Notwithstanding anything to the contrary herein, once the Fair Value has been determined pursuant to this Section 12.5, if the applicable Minority Member is not satisfied with the Fair Value, such Minority Member may determine not to proceed with the exercise of its initially appointedput option; provided that if Jefferies did not submit a notice of exercise with respect to the put option, the Minority Members that determine not to proceed with the exercise of the put option shall reimburse the Company for their pro rata portion of the fees and expenses of the Valuator selected by Jefferies.

Determination of Fair Value; Appraisal. The Fair Value of the Put/Call Units shall be as of the applicable Put/Call Date, which shall be determined by agreement between Leucadia, on the one hand, and the Put/Call Member(s) on the other hand, and shall be determined within twenty (20) Business Days after the delivery of the Put Notice or Call Notice, as the case may be. If Leucadia and the Put/Call Member(s) are unable to agree on the Fair Value of the Put/Call Units as of the applicable Put/Call Date within such period, the Put/Call Member(s) as a group on the one hand and Leucadia on the other hand will each designate an appraiser to determine the Fair Value of the Put/Call Units as of the applicable Put/Call Date, such appraisals to be delivered no later than forty-five (45) Business Days after the delivery of the Put Notice or Call Notice, as the case may be. If the lower of the two initial appraisals is equal to or greater than 90% of the higher of the two initial determinations, the Fair Value of the Put/Call Units shall be the average of the two determinations. If the lower of the two initial appraisals is less than 90% of the higher of the initial appraisals with respect to any Put/Call Units, Leucadia and the Put/Call Member(s) shall attempt in good faith for a period of ten (10) Business Days following the later of the dates on which the two initial appraisals were delivered to determine a mutually acceptable Fair Value of the Put/Call Units. If an agreement is not reached during such period, Leucadia and the Put/Call Member(s) shall promptly (but in any event within five (5) Business Days after the completion of such ten Business Day period) direct the appraisers to designate a third appraiser to determine, within ten Business Days after such designation, which appraisal of the Fair Value of such Put/Call Units by the initial two appraisers is the more accurate appraisal of Fair Value of such Put/Call Units in the sole discretion of such third appraiser (who shall be limited to choosing one of the two initial determinations of Fair Value of the Put/Call Units). The determination of Fair Value by such third appraiser shall be final and binding on all parties. Each party shall pay the cost of its initially appointedappraisers

Determination of Fair Value; Appraisal. (a) The Fair Value of the Put/Call Units shall be as of the applicable Put/Call Date, which shall be determined by agreement between LeucadiaNBM, on the one hand, and the Put/Call Member(s) on the other hand, and shall if such agreement can be determined reached within twenty (20) ten Business Days after the delivery of the Put Notice or Call Notice, as the case may be. . (b) If Leucadia NBM and the Put/Call Member(s) are unable to agree on the Fair Value of the Put/Call Units as of the applicable Put/Call Date within such period, the Put/Call Member(s) as a group on the one hand NBM and Leucadia on the other hand or, if (i) USPB is a Putting Member or a Call Member and (ii) Leucadia is not a Putting Member, USPB will each designate an appraiser investment bank from the list of advisors identified in the letter agreement, dated as [●], among NBM and the Minority Members (each, a “Valuator”) to determine their estimate of the Fair Value of the Put/Call Units as of the applicable Put/Call Date, such appraisals estimate of Fair Value to be delivered by each Valuator no later than forty-five (45) 30 Business Days after such Valuator’s engagement. (i) If the delivery higher of the Put Notice estimated Fair Values as determined by the Valuators is equal to or Call Notice, as the case may be. If less than 110% of the lower of the two initial appraisals is estimated Fair Values as determined by the Valuators, then the Fair Value shall be finally determined to be equal to or greater than 90% of (i) (x) the higher estimate plus (y) the lower estimate divided by (ii) two. (ii) If the higher of the two initial determinationsestimated Fair Values as determined by the Valuators is greater than 110% of the lower of the estimated Fair Values as determined by the Valuators, then Leucadia shall select a third advisor from a list of five advisors (excluding the Valuators) to be selected by NBM from the list of advisors identified in the letter agreement, dated as [●], among NBM and the Minority Members (the “Resolving Firm”). (iii) The Resolving Firm shall determine its estimate of the Fair Value of the Put/Call Units shall be the average as of the two determinations. If the lower of the two initial appraisals is less than 90% of the higher of the initial appraisals with respect to any applicable Put/Call UnitsDate, Leucadia and the Put/Call Member(s) shall attempt in good faith for a period such estimate of ten (10) Business Days following the later of the dates on which the two initial appraisals were delivered to determine a mutually acceptable Fair Value of to be delivered by the Put/Call Units. If an agreement is not reached during such period, Leucadia and the Put/Call Member(s) shall promptly (but in any event within five (5) Business Days after the completion of such ten Business Day period) direct the appraisers to designate a third appraiser to determine, within ten Resolving Firm each advisor no later than 30 Business Days after such designationResolving Firm’s engagement. (iv) If the Resolving Firm’s estimate of Fair Value is equal to or between the estimate of Fair Values made by the initial two Valuators, which appraisal then the Resolving Firm’s estimate of the Fair Value shall be the finally determined Fair Value. (v) If the Resolving Firm’s estimate of such Put/Call Units Fair Value is not between the estimate of Fair Values made by the initial two appraisers is Valuators, then the more accurate appraisal finally determined Fair Value shall be equal to (1) (x) the Resolving Firm’s estimate of Fair Value of such Put/Call Units in plus (y) the sole discretion of such third appraiser (who shall be limited to choosing one of the two initial determinations of Fair Value of the Put/Call Units). The determination estimate of Fair Value by such third appraiser the initial Valuator who was closest to the estimate of Fair Value by the Resolving Firm divided by two. (c) The determination of estimated Fair Value by the Valuators and/or Resolving Firm shall be final and binding on all parties. Each party In making their determination, each of the Valuators and the Resolving Firm shall pay rely solely on written submissions made by NBM and any Put/Call Member(s). The “Fair Value” with respect to a Unit shall be the cost fair market value of its initially appointeda Unit, determined on the basis of the aggregate equity value of the Company, valuing such Unit as a proportionate interest in a going concern, but without discount for marketability, lack of liquidity, minority status or otherwise. The Fair Value shall not take into account the value of the Company or NBM’s Interests, in each case, reflected on NBM’s books and records or financial statements, nor shall it take into account any synergies resulting from exercise of a Put.